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13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Consultant, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf <br />of any party, which are not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />15. TERMINATION <br />a. This Agreement may be terminated by the City upon thirty (30) days <br />written notice of termination. In such event, Consultant shall be entitled to receive and the <br />City shall pay Consultant compensation for all services performed by Consultant prior to <br />receipt of such notice of termination, subject to the following conditions: <br />(i) As a condition of such payment, the Executive Director may require Consultant <br />to deliver to the City all work product completed as of such date, and in such <br />case such work product shall be the property of the City unless prohibited by <br />law, and Consultant consents to the City's use thereof for such purposes as the <br />City deems appropriate. However, any use of unfinished work product shall be <br />at City's sole 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 <br />state proceeding for the relief of debtors is undertaken by or against Consultant, or if <br />Consultant makes an assignment for the benefit of creditors, or if Consultant breaches <br />any term(s) or violates any provision(s) of this Agreement and does not cure such breach <br />or violation within ten (10) calendar days after written notice thereof by City. Consultant <br />25E-11