|
16. Assignment:Inasmuch as this Agreement is intended to secure the specialized services of Service Provider,Service
<br /> Provider may not assign,transfer,delegate,or subcontract any interest herein without the prior written consent of the
<br /> City and any such assignment,transfer,delegation or subcontract without the City's prior written consent shall be
<br /> considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the
<br /> services which are the subject to this Agreement performed by City personnel or by other Service Providers retained
<br /> by City.
<br /> 17, Termination:This Agreement may be terminated by the City upon thirty(30)days written notice of termination. In such
<br /> event,Service Provider shall be entitled to receive and the City shall pay Service Provider compensation for all
<br /> services performed by Service Provider prior to receipt of such notice of termination,subject to the following conditions:
<br /> a. As a condition of such payment,the Executive Director may require Service Provider to deliver to the City all work
<br /> product(s)completed as of such date,and in such case such work product shall be the property of the City unless
<br /> prohibited by law, and Service Provider 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 falls to meet the standard of performance specified in the Recitals of
<br /> this Agreement.
<br /> 18. Waiver: No waiver of breach,failure of any condition,or any right or remedy contained in or granted by the provisions
<br /> of this Agreement shall be effective unless it is in writing and signed by the panty waiving the breach,failure,right or
<br /> remedy. No waiver of any breach,failure or right,or remedy shall be deemed a waiver of any other breach,failure,
<br /> right or remedy,whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so
<br /> specifies.
<br /> 19. Jurisdiction—Venue:This Agreement has been executed and delivered in the State of California and the validity,
<br /> interpretation,performance,and enforcement of any of the clauses of this Agreement shall be determined and
<br /> governed by the laws of the State of California. Both parties further agree that Orange County,California,shall be the
<br /> venue for any action or proceeding that may be brought or arise out of,in connection with or by reason of this
<br /> Agreement.
<br /> 20. Professional Licenses:Service Provider shall,throughout the term of this Agreement, maintain all necessary licenses,
<br /> permits, approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the
<br /> laws and regulations of the United States,the State of California,the City of Santa Ana and all other governmental
<br /> agencies. Service Provider shall notify the City immediately and in writing of its inability to obtain or maintain such
<br /> permits, licenses,approvals,waivers,and exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 21. Notice:Any notice,tender,demand,delivery,or other communication pursuant to this Agreement shall be in writing
<br /> and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage
<br /> prepaid,or sent by fax or other telegraphic communication in the manner provided in this Section,to the following
<br /> persons:
<br /> To City:
<br /> City Clerk
<br /> City of Santa Ana
<br /> 20 Civic Center Plaza(M-30)
<br /> P.O.Box 1988
<br /> Santa Ana, CA 92702-1988
<br /> Fax:714-647-6956
<br /> With courtesy copies to:
<br /> Executive Director, Library Services Agency
<br /> City of Santa Ana
<br /> 20 Civic Center Plaza(M-42)
<br /> P,O, Box 1988
<br />
|