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applicable federal, state and local laws and regulations <br />17. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />18. PROFESSIONAL LICENSES <br />a. CONSULTANT shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State <br />of California, the CITY of Santa Ana and all other governmental agencies. CONSULTANT <br />shall notify the CITY immediately and in writing of its inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />b. CONSULTANT warrants and represents that it possesses (and will continue to possess <br />throughout the term of this Agreement) all individual and corporate licenses required to <br />provide the products and/or services provided, products sold and/or licensed and forms <br />utilized pursuant to this Agreement are (and will remain throughout the term of this <br />Agreement) in compliance with all federal and state laws and regulations. CITY agrees that <br />in the event one or more municipal permits is required for the operation of the alarm/security <br />system, all such permits will be acquired and paid for by CITY. <br />19. MISCELLANEOUS PROVISIONS <br />a. This Agreement is solely to assist the CITY in the services outlined above. If, for any reason, <br />CONSULTANT is unable to complete the work, CONSULTANT will describe any restrictions on the <br />performance of the procedures in CONSULTANT report, or will not issue a report as a result of this <br />engagement. CONSULTANT will submit a report as part of the deliverable listed in this Agreement. <br />b. Because the procedures listed above do not constitute an examination or audit, CONSULTANT will <br />not express an opinion on the actual procedures, but instead will provide a report with <br />CONSULTANT's findings, observations and recommendations. CONSULTANT will have no <br />obligation to perform any procedures beyond those listed above. If, however, as a result of the <br />procedures or through other means, matters come to CONSULTANT's attention, CONSULTANT will <br />disclose those matters to CITY. Such disclosures, if any, may not include all matters which might <br />have come to CONSULTANT's attention had CONSULTANT performed additional procedures or an <br />examination. <br />C. CONSULTANT shall perform all services with the necessary knowledge and skills required to perform <br />the tasks. CONSULTANT or personnel of CONSULTANT engaged in the performance of such <br />services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for <br />any purpose whatsoever. <br />d. CITY agrees that its employees will cooperate with and assist representatives of <br />CONSULTANT in every reasonable way to enable CONSULTANT to secure all information <br />and data required to perform the services herein provided for. CONSULTANT shall have no <br />liability for defects in the services attributable to CONSULTANT's reliance upon or use of <br />data, design criteria, drawings, specifications, or other information furnished by CITY or third <br />parties retained by CITY. <br />