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9 <br />ARTICLE 17 - WAIVER <br /> <br />No delay or failure by either Party to exercise any right, remedy or power herein shall impair such <br />Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an <br />acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude <br />any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder <br />shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly <br />set forth in such writing. <br /> <br />ARTICLE 18 - PARTIES BOUND; ASSIGNMENT <br /> <br />This Agreement shall inure to the benefit of and shall be binding upon the respective successors and <br />assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written <br />notice to Purchaser which shall not be unreasonably withheld or delayed. <br /> <br />ARTICLE 19 - SEVERABILITY <br /> <br />To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to <br />be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or <br />unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render <br />unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing <br />the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties <br />shall be construed and enforced accordingly. <br /> <br />ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT <br /> <br />20.1 All the provisions of the Attachments hereto are hereby incorporated herein and <br />made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the <br />main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or <br />Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such <br />an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control. <br /> <br />20.2 This Agreement (including Attachments and Contract Documents hereto) <br />constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and <br />all prior written and oral agreements or understandings relating to such subject matter. <br /> <br />ARTICLE 21 - HEADINGS <br /> <br />Headings used in this Agreement are for convenience of reference only and shall in no way be used to <br />construe or limit the provisions set forth in this Agreement. <br /> <br />ARTICLE 22 - MODIFICATIONS <br /> <br />This Agreement may be modified or amended only in writing executed by Vendor and the Lead <br />Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder <br />acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder <br />shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any <br />modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a <br />modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating <br />Agency. <br /> <br />8.L. - Page 13 of 291 <br />368