AGENDA PACKET_2021-11-02 - Laserfiche WebLink

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EXHIBIT 3 andtheContractorshallpaySubcontractorcompensationforallservicesperformedby Subcontractorpriorto receiptofsuch noticeof termination,subjectto thefollowingconditions: a.Asaconditionofsuchpayment,theExecutiveDirectormayrequire Subcontractor to deliver to the Contractor allwork product(s) completed as of such date, and in such case such work product shall be the property oftheContractor unless prohibited by law, deemsappropriate. b.Payment need not be made for work that fails to meet the standard of performance specifiedin theRecitalsof thisFUP/FYISpecialFeesAgreement. 16.WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted bythe provisions of this FUP/FYI Special Fees Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writingso specifies. 17.JURISDICTION-VENUE This FUP/FYI Special Fees Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this FUP/FYI Special Fees 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 thisFUP/FYISpecialFeesAgreement. 18.PROFESSIONALLICENSES Subcontractorshall,throughoutthetermofthisFUP/FYISpecialFeesAgreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, theStateofCalifornia,theCityofSantaAnaandallothergovernmentalagencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be causefor termination ofthisFUP/FYISpecialFeesAgreement. 19.NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this FUP/FYI Special Fees Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communicationin themanner providedin thisSection, tothefollowingpersons: 8