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10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the Successor <br />Agency and Consultant, and supersedes any and all other agreements, oral or written, between <br />the parties. In the event of a conflict between the terms of this Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the Successor Agency and by an authorized representative of <br />Consultant. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the to,ifis and conditions hereof, shall not <br />bind or obligate Consultant nor the Successor Agency. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party which are not embodied <br />herein. <br />11. 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 <br />written consent of the Successor Agency and any such assignment, transfer, delegation or <br />subcontract without the Successor Agency's prior written consent shall be considered null and <br />void. Nothing in this Agreement shall be construed to limit the Successor Agency's ability to <br />have any of the services which are the subject to this Agreement performed by Successor <br />Agency personnel or by other consultants retained by Successor Agency. <br />12. TERMINATION <br />This Agreement may be terminated by the Successor Agency upon thirty (30) days <br />written notice of termination. In such event, Consultant shall he entitled to receive and the <br />Successor Agency shall pay Consultant compensation for all services performed by Consultant prior <br />to receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the Successor Agency all work product completed as of such date, and in such case such work <br />product shall be the property of the Successor Agency unless prohibited by law, and Consultant <br />consents to the Successor Agency's use thereof for such purposes as the Successor Agency deems <br />appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />EXHIBIT I <br />5-7