AgdaPkt 2019-05-06 Joint SA PFA - Laserfiche WebLink

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6.A Are nen4fo f'ITr$uePoint Services City of Redwood City Middlefield Road, Redwood City, California 94063, and in the case of the Consultant, to the person at the address designated on the execution page of this Agreement. 10.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.6 Integration Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and that this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by a writing signed by both parties. 10.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Waiver. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 10.9 Attorneys' Fees. If either party to this Agreement is required to initiate, defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorneys' fees, whether or not the matter proceeds to judgment. 10.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 10.11 Ownership of Documents. City will make available to Consultant such materials from its files as may be required by Consultant to perform these services. Such materials shall remain the property of CITY while in Consultant's possession. Upon termination of the Agreement or completion of work under the Agreement, Consultant shall turn over to CITY any City property or materials in its possession and any calculations, notes, reports, electronic files or other materials prepared by Consultant in the performance of these services. City may utilize any material prepared or work performed by Consultant in any manner, which City deems proper without additional compensation to Consultant. Consultant shall have no REV: 04-23-19 PR Page 10 of 64 ATTY/AGR.2019.106[TruePoint TrueBill Utility Billing System 22