GONZALES, JUAN M. 2-2006 - Laserfiche WebLink

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the event ora t:onflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by writlen instrumenl signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purt:hase order or other instrument that are inconsistent with. or in addition to, that terms and conditions hereof. shall not bind or obligate Contractor nor the City. [ach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or othenvise, have been malie by any party, or anyone acting on behalf of any party. which are not embodied herein. 11. ASSIGNMENT Inasmut:h as this Agreement is intended to secure the specialized servil:es of Contractor, Contractor may not assign, transfer, delegate. or subcontract any interest herein \vithout the prior \\'rittcn consen1 ufthe City and any such assignment, transfer, delegation or subcontract without the City's prior \vritten 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 servkes which are the suhjeet to this Agreemcnt performed by Cit,y personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice oftennination. subject to the following conditions: J. As a condition of sLlch payment, the Executive Director may" require Contractor to deliver to the City all work product l:ompleted as of such date, and in such case such \-\lork product shall be the property of the City unless prohibited b:y la\-\/. and Contractor consents to the City's use thereof for such purposes as the Ci1y deems appropriate. b. Paymcnt need not be made for \vork which fails to meet the standard of pertonnance specified in the Recitals of this Agreement. 13. D1SCIUMINATlON Contractor shall not discriminate bccause ufrace, color, creed, religion, sex, marital status, sexual orientation. age, national origin. ancestry. or disability, as defined and prohibi1ed by applicable law, in the recruitment, selectiun. training, utilization, promotion. termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply' \\i.ith all applicable federal. slate and localla\'-/5 and regulations. 14. .JU\{ISUlCTlON - VENUE l'his Agreement has been executed and delivered in the State ofCalitornia and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined amI guverned by the laws of the State of California. Both parties further 5