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<br />And <br /> <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714-647-6515 <br /> <br />To Consultant: <br /> <br />SoftMaster, Inc. <br />23 Peters Canyon Rd <br />Irvine, California 92688 <br />Fax 949-598-4599 <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication shall <br />be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, <br />duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, <br />communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth <br />on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For <br />purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br /> <br />12. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. <br />This Agreement may not be modified except by written instrument signed by the City and by an authorized <br />representative 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 bind or <br />obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br /> <br />13. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the <br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall <br />be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br /> <br />14. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In <br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services <br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Chief of Police may require Consultant to deliver to the City all <br />work product completed as of such date, and in such case such work product shall be the property ofthe City <br />unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems <br />appropriate. However, any use of unfinished work product shall be at City's sole risk. <br /> <br />SoftMaster1 Oil 0/11 <br />