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12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the CITY and <br />CONSULTANT, and supersedes any and all other agreements, oral or written, between the <br />Parties. In the event of a conflict between the terms of this Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the CITY and by an authorized representative of <br />CONSULTANT. The Parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate CONSULTANT or the CITY. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been made <br />by any party, or anyone acting on behalf of any party, which is not embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />CONSULTANT, CONSULTANT may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the CITY and any such assignment, transfer, <br />delegation or subcontract without the CITY's prior written consent shall be considered null and <br />void. Nothing in this Agreement shall be construed to limit the CITY's ability to have any of the <br />services which are the subject to this Agreement performed by CITY personnel or by other <br />Consultants retained by CITY. <br />14. TERMINATION <br />This Agreement may be terminated by the CITY upon ninety (90) days written notice of <br />termination. In such event, CONSULTANT shall be entitled to receive and the CITY shall pay <br />CONSULTANT compensation for all services performed by CONSULTANT prior to effective <br />date of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require <br />CONSULTANT to deliver to the CITY all work product(s) completed as of such <br />date, and in such case such work product shall be the property of the CITY unless <br />prohibited by law, and CONSULTANT consents to the CITY's use thereof for <br />such purposes as the CITY deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />15. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed <br />by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or <br />right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether <br />or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />#15078v4 <br />25B-11 <br />