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City of North Olmsted - Part One RFP Back,round Information 19 XV. Subject to Appropriation If City Council does not appropriate the funds needed for the City to make paynlents under any contract entered into as a result of this RFP,. the City shall not be obiigated to make any payments under such RFP beyond the fiscal year for which funds were appropriated. XVI. No Assignment Assignment by the successful Proposer to any third party of any contract based on this RFP shall be absolutely prohibited and will not be recognized by the City unless approved by the City in writing. XVII. Contractor Status The successful Proposer shall be an independent contractor of the City and shall have no authority, express or implied, to act for or bind the City by virtue of anythinj contained in this RFP. Nothing contained within this RFP shall be deemed or construed by the City or the Contractor or by any third party to create the relationship of a partnership or a joint venture. XVIII. Delays in Service Delivery The successful Proposer shall be not liable for any failure or delay in the performance of its obliaations pursuant to this A;reement and such failure or delay shall not be deemed a default of this Agreement or grounds for termination hereunder if any of the following conditions are satisfied: (1) if such failure or delay: (a) could not have been prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means; and (2) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order. Due to the automation requirements of this proposal the successful Proposer will have to present a disaster preparedness plan acceptable to the City before a final contract document is completed. XIX. Change In Controi In theevent of a change in "Control" of the Company (as defined below), the Ciry shall have the option of terininating any contract with the Suecessful Proposer by written notice to the Proposer or seeuring the tlien current version of the source and object code without charge. The Proposer shall notify the City within ten (10) days of the occurrence of a change in Control. As used in this RFP, the terin "Control" shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the mana(gement and policies of the Company whether throug h the ownership of voting securities, by contract or otherwise.