Agmt11 City Data Services - Laserfiche WebLink

Browse Search

23) Controllinca Law. This Agreement and all matters relating to it shall be governed by the domestic laws of the State of California. Any action arising out of this Agreement shall be venued in the Superior Court of the State of California in and for the County of San Mateo. Consultant agrees to exclusive jurisdiction and venue of that Court for all matters not removed to the U.S. District Court. 24) Conflict of Interest. Consultant warrants and covenants that Consultant presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Gov. Code section 8100 et seq.) respecting this Agreement. Consultant is not a'public official' for purposes of Government Code section 87200 et seq. Consultant wnducts research and arrives at conclusions with respect to his or her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or any City official, other than normal, contract monitoring. In addition, Consultant possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation or counsel." 25) Copvriqht. Upon City's request, Consultant shall execute appropriate documents to assign to the City the copyright to work created pursuant to this Agreement. The issuance of a copyright to Consultant or any other person shall not affect City's rights to the materials and records prepared or obtained in the performance of this Agreement. City reserves a license to use such materials and records without restriction or limitation consistent with the intent of the original design, and City shall not be required to pay any additional fee or royalty for such materials or records. The license reserved by City shall continue from the date of execution of this Agreement unless extended by operation of law or otherwise. 26) Time is of the Essence. Consultant agrees to diligently prosecute the services to be provided under this Agreement to completion. In the performance of this Agreement, time is of the essence. 27) Entire Aqreement. This Agreement constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. Where the terms of the Exhibits herein conflict with this Agreement, this Agreement shall prevail. This Agreement shall be interpreted as if it were prepared jointly by both the City and Consultant. ATTY/AGR/2011.075/CDS SERVICES AGREEMENT 083011 9