FULL AGENDA PACKET_2021-05-18 - Laserfiche WebLink

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the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City- 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination- Trr such event, Consultant shall bec entitled to receive and the City shall pay Consultant conipensation for all services performed by Consultant prior to receipt of such notice of termination, sub_jcel to the following conditions: a. As a condition of such payment, the Executive Director stay require Consultant to deliver to the City all work products) completed as of such date, and in such case such work product Shall be the property of the City unless prohibited by law, and COTI uhanl con,ent, to the City's use thereof fin- such purposes as the City deems appropriate- b- Payment need not be made tin- work which fails to meet the standard of perlirnnance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, IailurC. of any condition, or any right or remedy contained in or granted by the provisions of this Agrcerucnt shall be effective unless it is in writing and signed by the party waiving The breach, failure, right or remedy. No waiver of any breach. failure or right, or remedy shall be decnmed a waiver of any other breach, failure, tight or remedy, whether or not ,imikr, , not ,hall any waiver canulilute a continuing waiver unless the writing so speelfies- 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, intcrprntation, pa-fin-rnancC and cnfitrccinem of any of the clauses of this Antecincnt shall be dctarnined 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 byre:rson of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulationS of the TTnited Statcs, the Statc of California, the City of Santa Ana and all other govcrnmcn(al agcnCiCs- Consultant shall notify the City immediately and in w-riling of' its inability to obtain or maintain Such permits, licenses, approvals, waivers, and exemptions. Said inability Shall be cause for termination of this Agreement. 20. 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 hilly, including reasonable costs and attorncy's fees, for any City Council 1 — 10 5/18/2021