FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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13. EXCLUSIVITY AND AMENDMENT TlaN Agrecmenl represents the cornplcic and exdusivC statement between the City and Consultant, and Supersedes any and all other agrep11en1S, Oral Or writtell, between the parties. Ili the evens of a conflict between the term, of this Agreement and any attachments hereto, the terms of this Agreement shall prevail- This Agreement may not be modi tied except by wriuen instrument signed by the. City and by an authorized representative of Consultant. The parties a.orce that any terms or conditions of any purchase order or other instrument that arc inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant Or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by an_y party, or anyone acting cm behal f of any party, which is not embodied herein. 14. ASSIGNMENT Tnasmuch as this Agreement is intended to secure the specialized services of Comsultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior wriuen consenl of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perlbrined by City personnel or by other- contractors retained by City - is. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of tcrinirlation- Tn such event, Consultant shall be entiticel to receive and the City shall pay Consultant compensation for all services performed by COnSnitam prior to reccipl of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Bxecxnive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property Of IN! City lrnleSS prohibited by law, ;mcT C.onsulntot consents to the City's use thereof Rn- such purposes as the City deems appropriate. b. Payment need not be made for wort: which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER NO waiver of breach, failure of any condition, or an-y right or remedy comained in or granted by the provisions ofthis Agreement sh,ill be effective unless it is in writing and signed by the panty waiving the breach, lailttre, right orrenredv. No waiverol any breach, l,-tilure orrighl, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless ttte writing so spccifics. City Council 22 — 19 6/1 FM of 9