Laserfiche WebLink
1 <br /> 17.2 Construction <br /> Each party acknowledges that it has read this Agreement,understands it and agrees to be bound <br /> by its terms.Each party acknowledges that the Agreement should not be strictly construed <br /> against one party or the other,but interpreted reasonably and fairly so as to give effect to the <br /> manifest intentions of the parties. <br /> 17.3 Modification <br /> This Agreement may not be modified except by a written instrument duly executed by the parties <br /> hereto. The City may,from time to time,require changes in the scope of this Agreement. Such <br /> changes,including any increase or decrease in the amount of Cities Digital's compensation,or <br /> services,shall:(a)be made only in writing and signed by an authorized City representative,(b) <br /> be explicitly identified as a change to this Agreement mid(c)become a part of this Agreement. <br /> 17.4 Force Majeure <br /> Each party shall be excused from delays in performing or from its failure to perform hereunder to <br /> the extent that such delays or failures result from causes beyond the reasonable control of such <br /> party; provided that,in order to be excused from delay or failure to perform, such party must act <br /> diligently to remedy the cause or effect of such delay or failure to the extent the party is able. In <br /> the event of such delays,the timetables shall be extended by as many calendar days as the delay <br /> caused by forces outside the reasonable control of the parties. <br /> 17,5 Required Approvals <br /> Where agreement,approval,acceptance, or consent by either party is required by any provision <br /> of this Agreement, such action shall not be unreasonably delayed or withheld. <br /> 17.6 Applicable Law and Choice of Forum <br /> This Agreement and the parties'obligations hereunder shall be governed, construed,and <br /> enforced in accordance with the laws of the State of Washington. The parties agree that <br /> Snohomish County,in the State of Washington, shall be the proper forum for any action. <br /> 17.7 Severability <br /> In the event that any provision of this Agreement is held invalid,void,illegal or unenforceable, <br /> the remainder of this Agreement shall not be impaired or affected thereby, and each term, <br /> provision,and part shall continue in full force and effect and shall be interpreted in manner <br /> consistent with the intent of the parties. <br /> 17.8 Headings for Convenience. <br /> The section and subsection headings used herein are for referral and convenience only,and shall <br /> not enter into interpretation hereof. The exhibits referred to herein and attached, and to be <br /> attached hereto,are incorporated herein to the same extent as if set forth in full herein. <br /> City of Everett/Cities Digital,Inc. Software Agreement <br /> Page 11 . Draft 02/17/2012 <br /> 16 <br />