FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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of this Agreement shall prevail_ This Agreement may not be modified except by written instrument signed by the City and by an authorized representative ol'Cnnsultant. The parties agree that any terms of conditions of any purchase older or other instrument that arc inconmActit with, ur in addition to, the terns and conditiortc hereof, shall not birth or Obligate Consultant or the City. I[ach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting nn behal rol'any party, which is not crnbodicd herein. 14. ASSIGNMENT InaSmLLCh as this Agreement is intended to secure the specialized service, or Consultant, Consultant may not assign, transfer, delegate, or subcontract arty interest herein without the prior written consent of the City and ally such assignment, transfer, delegatiuu or subcontract without the C:ity's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Cily's ability to have any or the services which are the subject to Lhis Agreement per-fonned by City pc sonncl or by other contractors retained by City. 15. TERMINATION This Agreement may be tenninated by the City upon thirty (30) days written notice of termination_ In such event, Consultant shall be entitled to receive and the City shill pay Consultant conupcusatiu❑ 1'ur all sciviccs pcilonucd by Conxdtanl priur to rcccipt of such ❑uticc of termination, subject to the tollowing conditions: a. As a cuudition of such payment, the Executive Director may require Cnnsultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the properly of the City unless prohibited by law, and Consultant consents to the City's use dtcrco[' [Or such purposcs as the City deems appropriate. b. Payment need not be made for work which lords to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER NO waiver of Breach, failure of any condition, 01' arty right in' rcmcaty 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, failure, right or remedy. No waiver of any breach, failure or right, or rcmcdy shall be deemed a waives- of any other breach, f tiltu-c, right or rcmcdy, "'Nether or not similar, nor shall any waiver Constitute a continuing waiver unless the tiriting so specifics_ 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the Slate oI'C aIifbrnia and the validity, interpretation, pcifornrancc, and cirforccmcut of any of the clauses of this Agrccmcnt shall be determined and governed by the laws of the State of California. Both parties turiher agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or City Council 22 — 120 6/1 1of 9