FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereol', shall not bind or obli.gate Consultant or the City. F.ach party to this Agreement acknowledges that no rcprescntationN, induccrucutN, promises or agreements, orally or otherwise, have been manic by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMEN F 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 tiritten consent of the (pity and any Such assignment, u-ansfer, delenation or subanuracr without the CAWS prior written consent shall be considered null and void. Nothing in this Agreement s11a11 Lie wnstruccl to limit the Cit-v's ability to have any of the services, which arc the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TF.ItMINATI0N This Agreement may be terminated by the City upon thirty (30) days written notice of termination. 1n such event, Consultant steal I he entitled to receive and the t :ity shol I pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of tenmination, subject to the following condition;: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work produu(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, sod Consultant consents to the City s use thereof for such purposes, as the City deems appropriate- b. Payment need not be made for wort:, which fails to meet the standard of pa'formance specified in thc. Recitals ol'this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any tight or remedy contained in or granted by the provisions of this A�-r-cemcnt shall be Offective unless it is in writing and signed by the parry waiving the breach, failure, right or remedy. No waiver Of any breach, tailurc or right, of remedy shall be deerned a waiver of any other breach, failure, right or remedy, whether or not similar, our shall any waiver constitute a continuing waiver unless the writing so specifies. 17. .T1IRTSDTCT10N` - VENTIT. I his Agreement has been csecuted and delivered in the State of California and the validity. inIerpretxtioil, performance, and enforcement of any of the clauses of'this Agreement shall be determined and governed by the laws of the State of California- Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. City Council 19 — 9 4/2 MAof 10