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<br />A party may change its address by giving notice in writing to the other party. If sent by <br />mail, commnnication shall be effective or deemed to have becn given three (3) days after it has <br />been deposited in the United States mail, dnly registered or certified, with postage prepaid, and <br />addrcssed as set forth above. If sent by telefacsimile, communication shall he effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued hy the transmitting facsimile machine, addressed as set forth above. For purposes <br />uf calculatiug these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written. between the parties. In <br />the cvent of a conflict between the tenns uf lhis Agreement and any attachments hcrcto, the <br />lerms of this Agreement shall prevail. This Agreemcnt may not be modified except by writlen <br />instrnmcnt signed by the City and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the tenns and conditions hereof, shall not bind or obligate Consultant nor <br />the Cily. Each party to this Agreement acknowledges that no reprcscntations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf uf any party, which are not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <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 />wriUen consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written conscnt shall be considered null and void. Nothing in this Agreement <br />shall be cunstrued lu 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 consnltants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be tenninatcd by the City upon thirty (30) days written notice of <br />termination. In snch event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice oftennination, <br />subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the City all work product completed as of such date, and in such case snch work product shall be <br />the property of the City unless prohibited by law, and Consultant cunsents to the City's use thereof <br />for such purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work which fails to meet the standard ofperfonnance <br />specified in the Recitals of this Agreement. <br /> <br />4 <br />