Agmt23 City Data Services Software, LLC

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09-21-2023 SK The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. No Assignment, Delegation or Subcontracting without Prior Written Consent. Consultant may not assign any of its rights, delegate any of its duties or subcontract any portion of its work or business under this Agreement or any contract release purchase order without the prior written consent of City. No assignment, delegation or subcontracting will release Consultant from any of its obligations or alter any of its obligations to be performed under the Agreement. Any attempted assignment, delegation or subcontracting in violation of this provision is voidable at the option of City and constitutes material breach by Consultant. As used in this provision, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance, or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 26. Merger and Acquisition. The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving Consultant. In the event of an acquisition, merger, divestiture or other transfer of rights Consultant shall ensure that the acquiring entity or the new entity is legally required to: 26.1. Honor all the terms negotiated in this Agreement and any pre-acquisition or pre-merger Agreement between Consultant and City, including but not limited to a) established pricing and fees; b) guaranteed product support until the contract term even if a new product is released; and c) no price escalation during the term of the contract. 26.2. If applicable, provide the functionality of the software in a future, separate or renamed product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise provide a substantially similar functionality of the current licensed product. City will not be required to pay any additional license or maintenance fee to an acquiring entity in order to continue with full use, benefit, and functionality of software licensed under this Agreement until expiration or termination. 26.3. Give 60-days written notice to City following the closing of an acquisition, merger, divestiture or other transfer of right involving Consultant. 27. Paragraph Headings. Headings in this Agreement are for convenience only and are not part of any provision in this Agreement. No heading will be construed to change the meaning of any provision. 28. Entire Agreement; Conflicts. This Agreement, together with any other written document referred to or contemplated by it, along with any purchase order or task order for this Agreement, embodies the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement ATTY/AGR.2023.159/City Data Services (CDBG grant data system development/management) (Page 9 of 13)