FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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14_ EXCUTSiViTV AND AMENDMENT This Agreement represent the colripletc alid exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms Of this Agreement shall prevail. This Agreemenunay not benurdifiedexcept by written instrument signed by The City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instvmeta that are inconsistent with, or in addition to, the terms and conditions hereof. shall not bind or obligate Consultant or the City. Mach piety 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 party, which is not anbodicd hcrcin. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized service, 01' Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior writict consent of the City and any such assignment, transfer, delegation of subcontract without the City's prior written consent shall be considered null and void. Nothing io this Agreement shall he construed to limit the City',, ability to have any of the services which are the subject to this Agreement pci-lormcd by City personncl or by other amsultants retained by City- 16. TERMINATION This Agrecrnent may be Lcinintned by the City upon thirty (30) days Conoco notice of termination. In such evau, Consultant shall be entitled to receive acid the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: I . As a condition of such payment, the I(xccutivc Director may require Consultant to deliver to the City all work producl(s) completed as ol'such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof fbi such ptupuscs as dic City deems appropriate. b. Payment need not be made for work which tails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of ,toy condition, or any right or remedy contained io or granted by the provisions of this Agreement shall be elleetive 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 rcmcdy shall be deemed it waiver of any other breach, tailurc, right or rcmcdy, whcrhcr or not similar, nor shall any waiver constitute a Continuing waiver unless the writing so specifics. City Council 25 — 30 6l1P20 11f 11 Non-1 ed I ending lb _ I_'( 2'M