Res14 15323 - Laserfiche WebLink

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10.06 Governing Law. This Agreement is made and to be performed in the State of California, and as such California substantive and procedural law shall apply. Venue for any litigation under this Agreement shall be in the County of San Mateo. 10.07 Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language of this Agreement. 10.08 Counterparts. This Agreement may be executed in counterparts. 10.09 No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than the Authority and its Members, except as expressly provided otherwise herein. No entity that is not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party's performance or non-performance under this Agreement, except as expressly provided otherwise herein. 10.10 Filing of Notice of Agreement. Within 30 days after the Effective Date, the Secretary shall cause to be filed with the Secretary of State the notice of Agreement required by the Act. Within 30 days after any amendment to this Agreement, the Secretary shall file the amendment with the Secretary of State. 10.11 Conflict of Interest Code. The Authority shall adopt a conflict of interest code as required by law. 10.12 Indemnification. The Authority shall defend, indemnify and hold hartnless each Member(and each Member's officers, agents, and employees)from any and all liability, including but not limited to claims, losses, suits, injuries, damages, costs and expenses (including attorney's fees), arising from or as a result of any acts, errors or omissions of the Authority or its officers, agents or employees. Each Member shall defend, indemnify and hold harmless the other Members (and their officers, agents, and employees)from any and all liability, including but not limited to claims, losses, suits, injuries, damages, costs and expenses (including attorney's fees), arising from or as a result of any acts, errors or omissions of that party or its officers, agents or employees. 10.13 Dispute Resolution/Legal Proceedings. Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible,be resolved through good faith negotiations between the Members and/or the Authority. 10.14 Confirmation of Jurisdictional Authority. By signing this Agreement, the participating partners retain all authority granted to them by the State and/or their respective Charters. The powers and/or authority granted pursuant to this Agreement shall in no way serve to limit or restrict an individual partner's jurisdictional authority. IN WTTNESS WHEREOF, each Member has caused this Agreement to be executed and attested by its proper officers thereunto duly authorized, as follows: SMAOES December 2013 Page 13