MBIA MUNISERVICES-MMC/MUNICIPAL RESOURCES

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4. MMC Not Agent. Except as CITY may specify in writing, MMC shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. MMC shall have no authority, express or implied, pursuant to this AGREEMENT to bind CITY to any obligation whatsoever. 5. Assignment Prohibited. No party to this AGREEMENT may assign any right or obligation pursuant to this AGREEMENT. Any attempt of purported assignment of any right or obligation pursuant to this AGREEMENT shall be void and of no effect. 6. Nondiscrimination. MMC shall not discriminate, in any way, against any person on the basis of race, sex, color, religion, sexual orientation, disability, ethnicity, or national origin, in connection with or related to the performance of this AGREEMENT. 7. Reports, Charts or Other Products. All reports, charts and other products produced by MMC and delivered to the CITY are the property of the CITY. 8. CITY Representative. The City Manager or his/her designee is the representative of the CITY and will administer this AGREEMENT for the CITY. 9. Indemnity and Hold Harmless. MMC shall indemnify and hold harmless the CITY, its officers, employees, and agents, from and against all actions, damages, claims, or losses, which are in the nature of personal injury, physical property damage, or intentional torts, and which allegedly arise out of or are caused by MMC's negligent or intentional conduct in the perfonnance of MMC's work under this AGREEMENT. 10. Waiver of Breach. No waiver of the breach of any of the covenants, agreements, restrictions or conditions of this AGREEMENT by any party hereto shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this AGREEMENT. No delay or omission of any party hereto in exercising any right, power or remedy herein provided in the event of default shall be construed as a waiver thereof, or acquiescence therein, nor shall the acceptance of any payments made in a manner or at a time other than as herein provided be construed as a waiver of or variation in any of the terms of this AGREEMENT. 11. Interest. Unless CITY requests in writing additional information regarding the billing or otherwise disagrees with the billing, CITY shall pay MMC within thirty (30) days of receipt of MMC's billing, or from the date of agreement on the billing in the event of a written request. Any payment received after such time period shall accrue monthly interest of three-quarters percent (3/4%). 12. Whole and Entire Agreement. This instrument contains the whole and entire agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the others as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this AGREEMENT are of no force and effect. 13. Legal Interpretations. For purposes of this AGREEMENT, the City Attorney's opinion concerning the interpretation of local ordinances and the legal rights, duties, and obligations of the CITY regarding collection of taxes under State and local law shall be controlling. 14. CITY's Determination Final. Whenever the City Councilor a CITY Officer is empowered under State or local ordinance to make a determination as to whether or not a tax assessed against a taxpayer is due, for purposes of this AGREEMENTthat determination shall be final and binding on the parties hereto. 15. Confidentiality. MMC agrees that it shall keep all information it receives concerning CITY taxpayers confidential and shall use it solely for tax compliance purposes. Services performed by MMC prior to termination may result in CITY's receipt of revenue after termination. This receipt of revenue entitles MMC to payment from CITY even after expiration of contract or termination. CITY agrees to provide to MMC after expiration or termination of this AGREEMENT such confidential payment information as is necessary to enable MMC to calculate the compensation due to MMC as a result of said receipt of revenue and MMC shall maintain the confidentiality of this information. Therefore, MMC shall be deemed a contractor under Revenue and Taxation Code Section 7284.6 - .7 after expiration of contract or receipt of notice of termination from the CITY for the sole and limited purpose of enabling MMC to have access to said information to calculate compensation.