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required to be disclosed by operation of law; or (e) is independently developed by the receiving <br />parry without reference to information disclosed by the other party. <br />13. NO LIENS <br />(a) The Parties agree that SPA retains ownership of all MRO Product. Title to any item <br />of MRO Product shall not pass to City until such time as City uses that item in the <br />performance of service. City warrants that it shall take no action, including but not <br />limited to the granting of a security interest, or fail to take any action, which would <br />operate or does operate in any way to encumber the inventory of SPA located at the <br />City locations. <br />(b) City agrees to execute documentation reasonably requested by SPA and required to <br />protect SPA's interest in inventory held at City locations. <br />(c) To the extent permitted by applicable law, City authorizes SPA to file any and all <br />documents necessary to perfect SPA's title to the MRO Product. <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />SPA, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br />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 SPA. The parties agree that any terns <br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition <br />to, the terms and conditions hereof, shall not bind or obligate SPA or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein. <br />15. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of SPA, SPA <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the <br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />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. <br />16. VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by reason of this Agreement. <br />17. LICENSES/PERMITS <br />SPA 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 <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. SPA shall notify the City immediately and in <br />writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement.