25D - AGMT - CONSIGNMENT - Laserfiche WebLink

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14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all 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 Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City 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. Notwithstanding any other provision in this Section 15, in connection with any expiration or termination of the Agreement, upon City's request, Consultant shall take all necessary and appropriate actions to accomplish a complete, timely, and seamless transition from Consultant to City, or to any third party service -providers designated by City, of services and materials provided in conjunction with this Agreement. The parties shall use commercially reasonable efforts to complete this transition within three (3) months after receipt of the notice of termination of this Agreement. Consultant, City, and any third party service -providers, shall confer and negotiate in good faith to reach mutual agreement on and to document a written plan that allocates responsibilities and describes the respective work of the parties for transition of services and provision of materials. The parties shall make every effort to re -purpose consigned inventories through `burn - down,' acquisition by third party service -provider, or similar, however City shall purchase remaining Consultant -consigned, program -specific inventories remaining at expiration or termination of the Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by Page 7 of 10 25D-9