VERITAS CORPORATION 1 - Laserfiche WebLink

Home Browse Search

addressed as set forth above. For purposes of calculating these time ftames, weekends, federal, state, County or City holidays shall be excluded. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and 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 tenus of this Agreement and any attachments hereto, the tenus of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any tenus or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that tenus and conditions hereof, shall not bind or obligate Consultant nor the City. Each party 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 are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract 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 perfonned by City personnel or by other consultants retained by City. 11. TERMINATION This Agreement may be tenninated by the City upon thirty (30) days written notice of tennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services perfonned by Consultant prior to receipt of such notice of tennination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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 for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of perfonnance specified in the Recitals of this Agreement. 12 JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, perfonnance, and enforcement shall be government and construed in accordance with the laws ofthe State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.