CIVIL SOURCE, INC. (2) - 2012 - Laserfiche WebLink

Home Browse Search

lI. EXCLUSIVITY AHD AMENDMENT This Agreemeut represents the complete and exclusive statement between the Ciry and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreemeut and auy attachments hereto, the terms of this Agreement shall prevail. This Ag-eemen[ may not be modified except by written iustnunent signed by the City and by an authorized representative of Consultant. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior writt en consent shall be considered null and void. Nothing in this Agreement shall be construed to linvt the City's ability to have auy of the services which are the subject to this Agreement performed by City persomrel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use ofuu£mished work product shall be at City's sole risk. 14. JURISDICTION -VENUE Tlus Agreement has been executed and delivered iu the State of California and the validity, interpretation, performance, and enforcement of auy of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiu-ther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLAi�IEOUS PROVISIONS a. Each undersigned represents and war-ants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreemeut, and shall