Laserfiche WebLink
14. ASSIGNMENT <br />Inasmuch asthis Agreement is intended to secure the specialized services of Contractor, <br />Consultant may notassign, transfer, delegate, orsubcontract any interest herein without the prior <br />written consent oftheCity and any such assignment, transfer, delegation or subcontract without <br />the City'sprior written consent shall be considered null and void. Nothing in this Agreement shall <br />are the subject tothis <br />Agreement performed by Citypersonnel orby other Contractors retained byCity. <br />15. TERMINATION <br />This Agreement may be terminated by theCity upon thirty (30) days written notice of <br />termination. In such event, Consultant shallbeentitled to receive andthe City shall pay Consultant <br />compensation forallservices performed by Consultant prior to receipt of such notice of <br />termination, subject to thefollowing conditions: <br />a. Asacondition of suchpayment, the Executive Director may require Consultant to <br />deliver totheCityall work product(s) completed asofsuch date, and insuch case <br />such work product shall be the property ofthe City unless prohibited bylaw, and <br />Consultant consents totheCity's usethereof forsuch purposes asthe City deems <br />appropriate. <br />b. Payment need not be made for work which fails tomeet the standard of <br />performance specified in the Recitals of this Agreement. <br />16. WAIVER <br />Nowaiver of breach, failure of anycondition, or anyright orremedy contained inor <br />granted bythe provisions of thisAgreement shall beeffective unless itisin writing and signed by <br />the party waiving the breach, failure, right orremedy. No waiver ofany breach, failure orright, or <br />remedy shall bedeemed awaiver of any other breach, failure, right or remedy, whether ornot <br />similar, nor shallany waiver constitute acontinuing waiver unless thewriting sospecifies. <br />17. JURISDICTION - VENUE <br />This Agreement hasbeen executed and delivered intheState ofCalifornia andthe validity, <br />interpretation, performance, and enforcement ofany of the clauses of this Agreement shallbe <br />determined and governed bythe laws ofthe StateofCalifornia. Both parties further agree that <br />Orange County, California, shall bethe venue for any action orproceeding that may be brought or <br />arise out of, inconnection with orby reason ofthis Agreement. <br />18. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term ofthis Agreement, maintain allnecessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision oftheservices hereunder <br />and required by the laws and regulations oftheUnited States, theState ofCalifornia, the City of <br />Santa Ana and all other governmental agencies. Consultant shall notify theCity immediately and <br />Page 6of9 <br />111387v3