Laserfiche WebLink
13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br /> the event of a conflict between the terms of this Agreement and any attachments hereto,the terms <br /> of this Agreement shall prevail. This Agreement may not be modified except by written instrument <br /> signed by the City and by an authorized representative of Contractor. The parties agree that any ! <br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br /> addition to,the terns and conditions hereof,shall not bind or obligate Contractor or the City.Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> agreements,orally or otherwise, have been made by any party, or anyone acting on behalf of and <br /> party,which is not embodied herein. <br /> 14. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br /> Contractor may not assign,transfer, delegate,or subcontract any interest herein without the prior <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br /> be construed to limit the City's ability to have any of the services which are the subject to this <br /> Agreement performed by City personnel or by other Contractors retained by City. <br /> 15. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br /> compensation for all services performed by Contractor prior to receipt of such notice of <br /> termination,subject to the following conditions: <br /> a. As a condition of such payment,the Executive Director may require Contractor to <br /> deliver to the City all work products)completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> Contractor consents to the City's use thereof for such purposes as the City deems <br /> appropriate. <br /> b. Payment need not be made for work which fails to meet the standard of <br /> performance specified in the Recitals of this Agreement. <br /> 16. WAIVER <br /> No waiver of breach, failure of any condition, or any right or remedy contained in or <br /> granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br /> the party waiving the breach,failure,right or remedy.No waiver of any breach,failure or right,or <br /> remedy shall be deemed a waiver of any other broach, failure, right or remedy, whether or not <br /> similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> Page 7of10 <br />