Agenda Packet_2024-06-04 - Laserfiche WebLink

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15.TERMINATION This Agreement may be tenninated by the City upon thirty (30) days written notice oftermination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice . of termination, subject to the following conditions: a.As a condition of such payment, the Executive Director may require Consultant todeliver to the City all wot:kproduct(s) completed as of such.date, and in such casesuch work pi;oduct shall be the property of the City unless prohibited by law, andConsultant consents to the City's us"' thereof for such purposes as the City deemsappropriate. b.Payment need not be made for work which fulls to meet the standard ofperformance specified in the Recitals of this A,greement. 16, WAIVER No waiver -0f breach, failute 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 party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall bo deomed a waive,: of any other breach, failure, right or remedy, whether or not similat, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17.JURISDICTION -VENUE This Agreement has been executed and delivered it1 the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and govemed by the laws of the State .of California. Both parties further agree that Orange C-Ounty, California, shall bo the venue for any aetion or proceeding that may be brought or arise out o( in connection with or by reason of this Agreement. 18.PROFESSIONAL LlCENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,permits, approvals, waivers, and exemptions necessary for the provision of the services herelltlder and requited by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other gbvernmental 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 shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by Page7of9 #392648vl EXHIBIT 1 City Council 24 – 10 6/4/2024