Laserfiche WebLink
a. Either party may terminate this Agreement at any time with a 30 days' written notice to the <br /> other party. If the Agreement is so terminated,Contractor will be paid for that portion of work <br /> or services already completed by Contractor as approved by City. <br /> b. Contractor acknowledges that time is of the essence regarding the performance of this <br /> Agreement. <br /> c. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation <br /> in the Agreement without the prior written consent of the City, and then only upon such terms <br /> and conditions as City may set forth in writing. Contractor shall be solely responsible for <br /> reimbursing subcontractors. <br /> d. In the event either City or Contractor at any time waive any breach of this Agreement by the <br /> other, such waiver shall not constitute a waiver of any other or succeeding breach of this <br /> Agreement, whether of the same or of any other covenant, condition or obligation. <br /> e. This writing constitutes the entire Agreement between the parties. Any modification to the <br /> Agreement shall be in writing and signed by both parties. <br /> f. Contractor covenants that it has obtained and will keep in effect during the term of the <br /> Agreement all certificates, licenses, including a City Business License, permits or the like <br /> required by any federal, state or local regulatory agency in order to perform the work under <br /> this Agreement. <br /> g. Contractor will comply with all applicable federal, state and municipal laws,regulations,rules <br /> and ordinances, including but not limited to applicable safety and environmental laws. <br /> Contractor shall bear full and exclusive responsibility for any release of hazardous or non- <br /> hazardous substances and disposal of hazardous wastes to the extent of its negligent acts or <br /> omissions. Contractor shall not discriminate in the employment of persons or in the provision <br /> of services under this Agreement on the basis of any legally protected classification, including <br /> race, color, national origin, ancestry, sex or religion of such person. <br /> h. The Contractor will permit the City to audit, examine and make copies of all contracts, <br /> invoices, payrolls and other documents or data relating to this Agreement. Such records will <br /> be maintained for three years from the date of final payment for the service performed. <br /> Additionally,the City agrees that its audit privileges shall(a)not extend to the composition of <br /> any rates charged by Contractor except for agreed upon third party pass-through charges; and <br /> (b)require that any compensation adjustments resulting from an audit be based on a dollar-for- <br /> dollar review of the records, and not by means of sampling and/or extrapolation. <br /> i. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and <br /> use of City reports, information or conclusions. <br /> j. Contractor covenants that other than this Agreement, Contractor has no financial interest with <br /> any official, employee or other representative of the City. Contractor and its principals do not <br /> have any financial interest in real property, sources of income or investment that would be <br /> affected in any manner or degree by the performance of Contractor's services under this <br /> Agreement. If such an interest occurs, Contractor will immediately notify the City. <br /> k. California law shall govern any legal action pursuant to this Agreement with venue in the <br /> applicable court or forum for Alameda County. <br /> 1. Neither party shall be liable to the other for indirect, incidental, consequential or special <br /> damages, including loss of use or lost profits. <br /> Standard Service Agreement <br /> Page 4 of 5 <br />