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occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement 15.0 ENTIRE AGREEMENT The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or other agreements except as expressed by the written terms of this Agreement. The parties acknowledge that no employee, agent or representative of the Contractor has the authority to bind the Contractor to any representation not expressly contained in a written agreement signed by a duly authorized representative of the Contractor. This Agreement embodies the entire understanding of the parties and supersedes all prior or contemporaneous proposals, purchase orders, understandings, representations, conditions, warranties, covenants and other telecommunications between the parties, whether oral or written, relating to the subject of the Agreement unless expressly set forth or referred to in the Agreement. The parties agree that this Agreement may not in any way be contradicted by a prior or existing course of dealing between them or by any usage of trade or custom. 16.0 APPLICABLE LAW The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. All legal proceedings brought in connection with this Agreement may only be brought in court located in Orange County, California. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 17.0 ASSIGNMENT Except as expressly provided for herein, neither party shall have the right to assign all or any portion of its rights and licenses granted or delegate any obligations assumed under this Agreement, and any attempted assignment or delegation shall be null and void. Subcontracting. Notwithstanding the provisions (above), the Contractor shall have the right to delegate matters to such subcontractors as are approved in writing by the City's Fire Chief or his designee. Permitted Assignment. Notwithstanding the provisions of this Section, the Contractor may, without the prior written consent of any party, assign this Agreement to a successor purchasing all or substantially all of the Contractor's business or assets through asset sale, merger or other transaction. Santa Ana Software Support Agreement V3.3 02/06 Copyright © 2006 TriTech Software Systems— Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States Page I I of 23