FULL AGENDA_2019-08-20 - Laserfiche WebLink

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EXHIBIT 1 13., EXC,L.USIVI<TY AND AMENDMENT This Agreement .represents the complete and exclusive statement between 1he Authority and Consultant,,arad.supeisedes any and: all other agreements, oral. or written, between. the parties. In the m, erit of a conflict between -the tcrrris of this Agreement and any attachments. hereto, the terms. of this Agreement shall prevail: This Agreement may not be modif ed :except by written instrument signed by the Authority and by an authorized representati� e of.Consultant. Th&parties agree that any terms or conditions. of anypurchase -order or other. instrument that are inconsistent with, or in addition to, the termg. and conditions.:hererif; shall.nat.liind or. obligate -Consultant or the Authority. Each party to this Agreement :acknowledges that no representations, inducemcrits, .promises or. agreements .orally or otherwise, have been made by any.party, or anyone acting-.ori behalfof-a' 'patty, which is not eiribodied.:herein, U. ASSIGNMENT Inasmuch as. this Agreement is. intended to secure -the specialized services of C.onsultant,. Consultant: may not assign, transfer, delegate; or siibeontlract any interest Herein without the prior written consent -of the Authority and any such assignment, transfer, delegation or subcontraet -Mthout the Authority's prior -written consent :slsall be considered null. -.and void,..Notbing in this ,A.greement shall be construed to limit.the Authority's ability to have any of the services which are the. subject .to, this Agreement performed by Authority p.ar;sonnel or by ather consultants retained by Authority: 15. TERMINATION This Agreement.rnay be. terminated by the Authority upon. thirty (30) days written .notice oftermination: In siich`e'vent; Carisultant-shAl be entitled to. .receivc.and the . Authority -shall pay Consultant compensation-fbuall services performed by Consultant. prior to: receipt of such -notice of termination, subject to the following conditions: a. As a condition of such payment; the. Fxecuth c Director may require Consultant to deliver to !be Authority all work product(g) completed as of such date, -and in such case such work product shall be the property of the, Auttioxity unless Prohibited by law, and Consultant consents. to the Authority `.s use thereof for such purposes as =the Authority deems appropriate. b. Payment, need. not be made- .for work which fails to .meet. the standard of performance specified in the Recitals of this Agreement. 167 WAIVER No. waiver of breach, failure of ariy -eoridition, or aiiy right: or remedy contained in or granted byth.e provisions of this Agreementshall'be effective unless. it is -in. wrriiing -and si.gned.:by the. party:waivixig the breach, failure,.right or remedy. No waiver of any breach, failure or right, or remedy shall .be deemed a waiver of any :other breach, failure, right or remedy, whether or not similar, for shall. any waiver constitiite,-4'continuing waiver unless the writing so specifies.. Page. 5 of S 4-7