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of termination, subject to the following conditions: <br />As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product(s) completed as of such date, and in such case <br />such work product shall be the property of the City unless prohibited by law, and <br />Consultant consents to the City's use thereof for such purposes as the City deems <br />appropriate. <br />b. Payment need not be, made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />17. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party <br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy <br />shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor <br />shall any waiver constitute a continuing waiver unless the writing so specifies. <br />18. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further agree <br />that Orange County, California, shall be the venue for any action or proceeding that may be brought <br />or arise out of, in connection with or by reason of this Agreement, <br />19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary Iicenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />20. MISCELLANEOUS PROVISIONS <br />b. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />C. The Agreement is the final and complete agreement and any prior or <br />contemporaneous agreements for similar services between the parties is superseded <br />by this Agreement. This clause shall not apply where the Parties are currently <br />engaged and Consultant is providing services not contemplated by this Agreement. <br />8 <br />