FULL AGENDA PACKET_2021-04-20 - Laserfiche WebLink

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15. ASSIGNMENT luasnnuch as this Agrccmcnt is intended to sccurC the specialized services oC Consultant, Consultant may not assign, tran3fet, delegate, or subcontract any interest herein without the prior written consenl of the Cily and any such assignnaenl, transfer, delegation or subconuacl without the Cily's prior written consent shall be considered null and void. Nothing in this Agreement shall be conshued to limit the City's ability to have any of the services which arc the subject to this Agrccmcnt performed by City personnel or by other consultants retained by City. 16. `1'ERMINA,riON This Agreement may be terminated by the City upon thirty (30) days "mitten notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation tun all scwiccs performed by Consultant priorto receipt ofsuch notice ofter•mination, subject to the following conditions: a. Asa 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 thcc property of the City unless prohibited by law, and C.OnSnitanl consents to the Citv'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 Agrccmcnt. 17. WAIVER No waiver of breach, failure of ally condition, or any right or remedy contained in or granted by the previsions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, tight or remedy- No waiver of any breach, failure or right, or remedy shall he deemed a waiver oh any other breach, lailure, night or remedy, whcthcr or not similar, nor shall any waiver COnStitLLle a COnlinning waiver unless the writing 3O 3pCCifiC3. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of Calitbrina and the validity, interpretation, pa-&armance, and entbrecnacnt of any of the clauses of this Agrecmaat shall be determined and governed by the laws of the State of California. Both parties fnrdicr agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in cormcction with or by reason of this Agrecment- 19. PROFESSIONAL LICENSES C:onsttllant shall, throughout the lean of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by tltc laws and regulations of the iJnitcd Stares, dte State of California, tltc City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability sliall be City Council ' -,- —18 — 10 4/20/2021