FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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This Agr-eernent represent, the complete and exclusive statement between the City and Consultant. and supersedes any and all other agreements, oral or written, bctwcetr the parties. In the event of a cootlict between the te'nrs of this AgrCCmCnt and any attachmCots hereto, the terms ofthis Agreement shall prevail. 'Ibis Agreement may not be nrodi lied except by written insurmenl signed by the City and by an authorized representative of Consultant- The parties auree that Lilly terns or conditions of any purchase order or other instrument that arc inconsistent with, or in addition to, the terms and conditions herwf, shall not bind or obligate Consultant or the City. Each patty to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any early, which is not embodied herein- 14. ASSIGNMENT Inasnnuch as this Agreement is intended to secure the specialized services of Cons il(ant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any hatch assignment, transfer, delegation of subcornuatct 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 performed by City personnel or by other contractors retained by City- 15. TERMINATION Phis Agreement mazy be lernrinaled by the City upon (hilly (30) days written police of ternrinatinn- In such event, Consultant shall be entitled to receive and the City shall pay Consultant aulrpcnsation for Lull services pci-formed by Consultant prior to receipt of such notice of termination, subjcet to the following conditions: a- As a condition of such payment, the Executive Director may require Consultant to deliver to the Cily all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consent~ to the City's use lhereol for such purpoties as the City deems appropriate- b- Payment need not be made fOr work which fails to meet the standard of pertornrance specified in the Recitals of this Agreement- 16. WAIVER No waiver of breach, lailurc of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the parry waiving, the breach, tailure, right or remedy. No waive' of aoy breach, failure or right, or remedy shall be deemed it waiver of ally other breach, failure, right or remedy, whether or not similar, nor shall Lilly waiver constitute a continuing waiver unless the writing so specilies- 17. JURISDICTION - VENUE City Council 22 — 89 6/1 M of 9