FULL AGENDA PACKET_2021-04-06 - Laserfiche WebLink

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EXHIBIT 1 and void. Nothing in this TTFAP Ag•eenhent shall be construed to limit the Contractor's ability to hate any of' the services which are the subject to this HEAP Agreement perl'onned by Contractor personnel or by other Subcontractors retained by Contractor. 1.5. TERMINATION This HEAP Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor slhall be cutiticd to rcccivc and the Contractor shall pa-v Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work Product shall be the proper-ty of the Contractor unless prohibited by law, and Subconlractor consents to the Contractor's use thereof for Sueh puuposes as the Contractor deems appropriate. b. Payment need not be made Ibr wool, that fails ur tncct the standard of performance specified in the Recitals of this HFAP Agreement. 16. WAIVER NO waiver of breach, failtlrc of any condition, or any right is rcmcd-v containcd in or granted by the provisions of this HEAP Agreement shall be effective unless it is in writing and signed by The party waiving the breach, faihne, right or remedy. No waiver of any bre,u h, failure or right, or remedy shall bec deemed a waiver of any other breach, failure, right Or remedy, whether or nol similar, nor shall any waiver constitute a Continuing waiver unless the writing So specifics. 17. JURISDICTION - VENUE This HEAP Agreement has been executed and delivered in the State of Catilbrnia and the validity, interpretation, perfortnartce, and enforcement of any of the clauses of this HEAP Agreancnz shall be determined and governed by the laws of the State of California. Roth 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 TTFAP Agreement. 18. PROFFSSIONAI.I.ICF.NSF.S Subcontractor shall, throughout the term of this TTFAP Allreenhent, maintain :111 necessary licenses, Permits, approvals, waivers, and exemptions necessary for the Provision of the services heretmder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and :all other governnacntal agencies. Subcoutractur shall nutity the Contractor immediately and in writinr, of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exenyriions. Said inability shall because for termination of this HEAP Agreement. 7 City Council 23 — 9 416/2021