AWS NATIONAL ACCOUNTS 1-2004 - Laserfiche WebLink

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exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the WSCA Master Agreement, together with its exhibits, shall not be added to or incorporated into this Participating Addendum or the WSCA Master Agreement and its exhibits, by any subsequent Purchase Order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terns and conditions of this Participating Addendum and the WSCA Master Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION /TERMINATION FOR CONVENIENCE. a) In addition to any other rights provided in this Agreement, at anytime the City may terminate this Participating Addendum in whole or in part by giving AWS thirty (30) days written notice; provided, however, the City dose not have the right to terminate a specific order for convenience after it has been issued if the product is ultimately accepted. b) Upon termination of this Participating Addendum, Contractor will submit an invoice to City for an amount that represents the value of Services actually performed or Equipment delivered prior to the effective date of termination for which Contractor has not been previously compensated. Upon approval and payment of this invoice by City, City shall be under no further obligation to Contractor monetarily or otherwise. 13. INTERRUPTION OF SERVICE. Contractor may interrupt service for nonpayment of charges by any City, only if (1) the City has failed to remit payment within 120 days after an invoice has been received by the City from Contractor and (2) Contractor has provided the City 30 Days' written notice prior to interrupting service. 14. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and 10 -I8 -2004 5 of 7