FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

Home Browse Search

ofthis Agreement shall prevail. This Agi-ecrnettt may not be modified except by written instnunent signed by the City and by an authorized representative of Consultant. The parties agree that any Lerins of conditions of any purchase order or other instrutnCllt that are 111CO[t9lstenl with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Bach party to this Agreement acknowledges thal no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf ol'any party, which is not embodied herein. 15. ASSIGNMENT TmrSmuch as this Agrccmcnt is intended to secure the specialized sc viccs of Consultant, Consultant stay not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, t•anster, detegadon or subcontract without the City's prior written consent shall be considered mill and void. Nothing in this Agrccmcnt shall he construed to limil the City's ability 10 have any of the services which are the st[biect to this Agrccmcnt per-lormcd by City per-sonncl or by other amsill tali ts retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tcnnination. In such event, Consultant shall be entitled to receive and the City shall pa-y COnsulutnt compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the tollowing condition;: I . As a condition of such payment, the Gxecttive Director may require Consultant to deliver to the City al I work product(s) completed as of such date, and in such case such work product shall be the progeny of the City carless prohibited by law, and Consultant ernsctrts to the City's use thereof Ibr such purpuscs as the City dCClrrs appropriate. b. Payment need not be made for work which fails to tncet the standard of performance specified in the Recitals of this Agreement. 17. 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 the pally waiving the breach, failure, right or remedy. No waiver ofany breach, I tilure or right, or remedy shall be deemed a waive- of any other breach, ftilurc, right or remedy, whether or not similar, nor shall any waiver constitutee a continuing waiver unless the writing so specifics. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of Caliliintia and the validity, interpretation, performance. and enforcement of any of the clauses of this Agrccmcnt shall be determined and governed by the laws of the State of California. Both parties turther agree that Orange Counly, California, shall be the venue for any action or proceeding that may be brought or City Council 22 — 10 4l26120 V 10