25G - AGMT - IT ASSESSMENT - Laserfiche WebLink

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2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Consultant either personally or by mail. Upon termination, City shall pay to Consultant that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of Consultant's compensation for contract services if, in the judgment of the project manager or designee, the level of service falls below appropriate standards and/or Consultant fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the project manager or designee determines that contract services are performed as well and as frequently as required by this agreement. 1. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS Consultant shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. J. ASSIGNMENT Inasmuch as this contract 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 City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. K. JURISDICTION — VENUE This contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this contract shall be determined and governed by the laws of the State of California. Both parties further 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 contract. L. FINES The Consultant shall be liable for all violation fines levied against the City by federal, state, or local agencies with regulatory authority related to Consultant provided services. M. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25G -9