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12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the CITY and <br />AUDITOR, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the CITY and by an authorized representative of AUDITOR. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate AUDITOR nor <br />the CITY. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of AUDITOR, <br />AUDITOR may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the CITY and any such assignment, transfer, delegation or subcontract without <br />the CITY's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the CITY's ability to have any of the services which are the subject to <br />this Agreement performed by CITY personnel or by other consultants retained by CITY. <br />14. TERMINATION <br />If, at any time during the term of this Agreement, CITY determines that AUDITOR is not <br />faithfully abiding by any term or condition contained herein, CITY may notify AUDITOR in <br />writing of such defect or failure to perform; which notice must give AUDITOR a ten (10) -day <br />notice of time thereafter in which to perform said work or cure the deficiency. If AUDITOR has <br />not performed the work or cured the deficiency within the ten (10) days specified in the notice, <br />such shall constitute a breach of this Agreement and CITY may terminate this Agreement <br />immediately by written notice to the AUDITOR to said effect. Thereafter, neither party shall <br />have any further duties, obligations, responsibilities or rights under this Agreement except, <br />however, any and all obligations of AUDITOR'S surety shall remain in full force and effect, and <br />shall not be extinguished, reduced, or in any manner waived by the termination hereof. In said <br />event, AUDITOR shall be entitled to the reasonable value of its services performed from the <br />beginning of the period in which the breach occurs up to the day it received CITY'S Notice of <br />Termination, less any offset from such payment representing the CITY'S damages from such <br />breach. CITY reserves the right to delay any such payment until completion or confirmed <br />abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit <br />a full and complete accounting of costs. In no event, however, shall AUDITOR be entitled to <br />receive in excess of the compensation quoted in its bid <br />Page 7 of 9 <br />