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<br />12. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br /> <br />13. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Contractors retained by City. <br /> <br />14. TERMINATION <br /> <br />a. In the event that any of the provisions ofthis Agreement are violated by the <br />Contractor, the City may terminate the Agreement by serving written notice upon the Contractor <br />of its intent to terminate such Agreement and, unless within ten (10) days after the serving of <br />such notice, such violation shall cease, the Agreement shall, upon the expiration of said ten (10) <br />days, cease and terminate. In the event of any such termination for the reason mentioned above, <br />the City may take over the work and prosecute the same to completion by contract or otherwise <br />for the account and at the expense of the Contractor, and the Contractor and his sureties shall be <br />liable to the City for any excess cost occasioned in the event of any such termination. This <br />clause shall not be construed to prevent the termination, for other causes, authorized by law or <br />other provisions of this Agreeement. <br /> <br />b. This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br /> <br />I. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Contractor consents to the City's use thereof <br />for such purposes as the City deems appropriate. <br /> <br />6 <br />