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A party may change its address by giving notice in writing to the other party. Thereafter, <br /> any communication shall be addressed and transmitted to the new address. If sent by mail, <br /> communication shall be effective or deemed to have been given three (3) days after it has been <br /> deposited in the United States mail, duly registered or certified, with postage prepaid, and <br /> addressed as set forth above. If sent by fax, communication shall be effective or deemed to have <br /> been given twenty-four(24) hours after the time set forth on the transmission report issued by the <br /> transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br /> time frames, weekends, federal, state, County or City holidays shall be excluded. <br /> 14. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br /> or written, between the parties. In the event of a conflict between the terms of this Agreement <br /> and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br /> be modified except by written instrument signed by the City and by an authorized representative <br /> of Consultant. The parties agree that any terms or conditions of any purchase order or other <br /> instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br /> bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no <br /> representations, inducements, promises or agreements, orally or otherwise, have been made by <br /> any party, or anyone acting on behalf of any party, which are not embodied herein. <br /> 15. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement <br /> shall be construed to limit the City's ability to have any of the services which are the subject to <br /> this Agreement performed by City personnel or by other consultants retained by City. <br /> 16. WAIVER <br /> No waiver of breach, failure of any condition, or any right or remedy contained in or <br /> granted by the provisions of this Agreement shall be effective unless it is in writing and signed <br /> _— by_the_party_waiving_the_breach,_failure,_right_or_remedy._No waiver_of_any_breaeh, failure or <br /> right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether <br /> or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> 17. TERMINATION <br /> This Agreement may be terminated by the City upon thirty(30) days written notice of <br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay <br /> Consultant compensation for all services performed by Consultant prior to receipt of such notice <br /> of termination, subject to the following conditions: <br /> 7 <br />