FULL AGENDA PACKET 2021-07-06 - Laserfiche WebLink

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EXHIBIT 1 14. ASSIGNMENT lnatinn-Wh as this Agreement is intended to seCurc the specialized services of Contractor, Consultant may not assign, transfer, delcgate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the (- ity'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'thc services which are the subject to Ibis Agreement performed by City personnel or by other Contractors retained by City. 15. TLRMINATION This Agreement may be terminated by the City upon Thirty (30) clay, written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services pertormul by Consultant prior to receipt of inch notice of termination, ;ubjeel to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all wort: product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohihitcd by law, and Consultant consents to the City's usee thereof for 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 kecitals of this Agreement. 16. WAIVER No waiver of breach, failure 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 party waiving the breach, failure, right orrerncdy- No waiver ofany breach, [irilurr or right, or rerned-v shall be decried a waiter of any other breach, falllarC, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreeinent has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be thee venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ol'this Agreement - is. PROFESSIONAL LICENSES ConsUltant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions ucccssary for the provision Of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and City Council 15 — 9 71W €07�1of9