Laserfiche WebLink
37 <br />necessary, accomplished by execution of a form prepared by the COUNTY and <br />signed by CITY, the assignee and the COUNTY. Permission to assign, however, <br />shall under no circumstances relieve CITY of its liabilities and obligations under <br />the Agreement. <br />C. CITY shall not subcontract this Agreement and/or the services to be performed, <br />whether in whole or in part, without the prior written consent of the COUNTY. <br />Permission to subcontract, however, shall under no circumstances relieve CITY of <br />its liabilities and obligations under the Agreement. Further, CITY shall be fully <br />responsible for the acts, omissions, and failure of its subcontractors in the <br />performance of the specified contractual services, and of person(s) directly or <br />indirectly employed by subcontractors. Contracts between CITY and each <br />subcontractor shall require that the subcontractor's services be performed in <br />accordance with the terms and conditions specified. CITY shall make contracts <br />between CITY and subcontractors available upon request. <br />12. MERGER AND MODIFICATION <br />A. It is understood and agreed that the entire Agreement between the parties is <br />contained herein and that this Agreement supersedes all oral agreements and <br />negotiations between the parties relating to the subject matter. All items that are <br />referenced or that are attached are incorporated and made a part of this <br />Agreement. If there is any conflict between the terms of this Agreement and <br />referenced or attached items, the terms of this Agreement shall prevail. <br />B. Any alterations, variations, modifications, or waivers of provisions of this <br />Agreement shall only be valid when they have been reduced to writing as an <br />amendment to this Agreement signed by the parties. <br />13. DEFAULT AND CANCELLATION <br />A. If CITY fails to perform any of the provisions of this Agreement or so fails to <br />administer the work as to endanger the performance of the Agreement, it shall be <br />in default. Unless CITY's default is excused by the COUNTY, the COUNTY <br />may upon written notice immediately cancel this Agreement in its entirety. <br />Additionally, failure to comply with the terms of this Agreement shall be just <br />cause for the COUNTY to delay payment until CITY's compliance. In the event <br />of a decision to withhold payment, the COUNTY shall furnish prior written notice <br />to CITY. <br />B. Notwithstanding any provision of this Agreement to the contrary, CITY shall <br />remain liable to the COUNTY for damages sustained by the COUNTY by virtue <br />of any breach of this Agreement by CITY. <br />C. The above remedies shall be in addition to any other right or remedy available to <br />the COUNTY under this Agreement, law, statute, rule, and/or equity. <br />D. The COUNTY's failure to insist upon strict performance of any provision or to <br />exercise any right under this Agreement shall not be deemed a relinquishment or <br />waiver of the same, unless consented to in writing. Such consent shall not <br />