Agenda Packet_2025-04-15 - Laserfiche WebLink

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In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services pciformed by Contractor prior to receipt of such notice of teimination, subject to tlie following conditions: a.As a condition of sucli payment, the Executive Director may require Contractor to deliver to the City all woi'k product(s) completed as of such date, and in such case such woit product shall be tlie propeity of the City unless prohibited by law, and Conh-actor consents to the City's use thereof for such purposes as the City deems appropriate. b.Payi'nent need not be made for work wliich fails to meet the standard of performance specified in the Recitals of tliis A@eement. 17.WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement sliall be effectiye unless it is in writing and signed by tlte party waiving tlie breacli, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other lireach, faiIure, rigl'it or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18.JURISDICTION - VENUE This Agreement 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 Califoi-nia, Both parties fuither agree that Orange County, California, shall be the venue for any action or proceeding that may be brougl'it or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivcrs, and exemptions necessary for the provision of the services hereunder and required by tlie laws and regulations of the Uiiited States, the State of California, the City of Santa Ana and all other govetnmental agencies. Contractor shall notify the City irn+nediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for terinination of tliis Agreement. 20.MISCELLANEOUS PROVISIONS a.Eacli undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective paities to each of the terms of tliis Agreement, ai'id shaIl indemnify City fully, including reasonable costs and attorney's fees, for aiiy injuries or damages to City in the event tl'iat such authority or power is not, in fact, held by tl'ie signatory or is withdrawn. b.AII Exhibits referenced herein and attaclted hereto shall be incorporated as if fully set foitb in the body of this Agreeinent. City Council 20 – 197 4/15/2025