Resolution 5871 - Laserfiche WebLink

provision of any such services by City in any capacity by which City may extend such services to the general public and in accordance with applicable law. 8.7 Venue and jurisdiction OM shall not commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement or otherwise arising under or by reason of this Agreement other than in the state courts located in Snohomish County, Washington, or in federal court in the Western District of Washington. OM hereby irrevocably consents to the jurisdiction and venue of such courts. 8.8 Counterparts This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 8.9 Attorneys' Fees In the event that either of the parties to this Agreement brings an action or proceeding for a declaration of the rights of the parties under this Agreement, for injunctive relief or for an alleged breach or default, or in any other action arising out of this Agreement or the transactions contemplated hereby, the predominantly prevailing party in any such action shall be entitled to an award of reasonable attorneys' fees and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded, regardless of whether such action proceeds to final judgment. 8.10 Captions The captions of this Agreement are inserted solely for the convenience of reference only and do not define, describe or limit the scope or intent of this Agreement or any term hereof. 8.11 Waiver No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by OM or the City of the breach of any obligation under this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition of this Agreement. 8.12 Further Assurances If at any time either of the parties reasonably determines that any further assignments, conveyances, assurances or instruments are reasonably necessary or desirable to carry out the provisions hereof and the transactions contemplated herein, the appropriate party shall execute and deliver, or cause to be executed and delivered, any and all proper assignments and assurances and to do, or cause to be done, all things reasonably necessary or proper to carry out fully the provisions hereof, provided that such things shall be at no additional material cost, expense or liability (beyond that set forth in this Agreement) to such party. J-7 06107-0063 LEGAL13023969.1