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<br /> <br /> <br /> forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br /> holidays shall be excluded. <br /> 13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event <br /> of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br /> Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br /> the City and by an authorized representative of Consultant. The parties agree that any terms or conditions <br /> of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br /> conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement <br /> acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br /> been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br /> 14. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br /> consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br /> written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br /> the City's ability to have any of the services which are the subject to this Agreement performed by City <br /> personnel or by other consultants retained by City. <br /> is. TERMINATION <br /> a. This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br /> compensation for all services performed by Consultant prior to receipt of such notice of termination, subject <br /> to the following conditions: <br /> (i) As a condition of such payment, the Executive Director may require Consultant to <br /> deliver to the City all work product 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. However, any use of unfinished work product shall be at City's sole <br /> risk. <br /> (ii) Payment need not be made for work which fails to meet the standard of <br /> performance specified in the Recitals of this Agreement. <br /> b. City may terminate this Agreement for Consultant's default if a federal or state <br /> proceeding for the relief of debtors is undertaken by or against Consultant, or if Consultant makes an <br /> assignment for the benefit of creditors, or if Consultant breaches any term(s) or violates any provision(s) <br /> of this Agreement and does not cure such breach or violation within ten (10) calendar days after written <br /> notice thereof by City. Consultant shall be liable for any and all reasonable costs incurred by City as a <br /> result of such default, including but not limited to re-procurement costs of the same or similar services <br /> defaulted by Consultant under this Agreement except that, Consultant shall not be liable for any costs <br /> exceeding the amount of total compensation payable under this Agreement to Consultant by the City, as <br /> identified in Exhibit A-2. <br /> 7 <br /> 25G-9 <br />