FULL AGENDA PACKET 2021-06-15 - Laserfiche WebLink

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otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this ./�grCenlent is intended to SecurC the Speciali7Cd SCrvicos of Consul[aIt, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, dele«ation or subcontract without the City'S prier written consent shall be considcred null and void- Nothing in this Agreement shall be colrSuucd to lierit the City's ability to have ally of the services which are the subject to this Agreement perforrrted by City personnel or by other consultants retained by City. 16. 'TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and 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: a- As a condition ol'such payment, the EXCUILivu 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 the City unless prohibited by law, and Consultant consents to the City's use thereof fur such purposes as the City deems appropriate- b- Payment need not be made for work which fails to meet the standard of performance specified in the Recitals ol' this Agreement- 17. WAIVER No waiver of breach, I;ailure of any condition, or any right or remedy contained in or granted by theprovisio» is of this Agreement shall he effective unless it is in writing and signed by the parry waiving [he breach, failure, right or rcmcdy. No waiver of any breach, failure or right, or remedy shall be deemed a "diver of any other breach, lailure, right or remedy, whe[lier or not similar, nor shall any waiver constitute I continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of Calitomia and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shaI I be determined and governed by the laws of the State of California- Roth parties further agree that CA-alge County, California, shall bee the venue. for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agrement- City Council 26 — 30 6/15/2021 City of Santa Ana 1UP 21-004 Pagc A2-6