Laserfiche WebLink
The effective date of any notice or written communications sent by one party to the other shall be <br />the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as <br />reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to <br />the other party. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between CITY and <br />PROVIDER, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />CITY and by an authorized representative of PROVIDER. The parties agree that any terms or conditions <br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate PROVIDER nor CITY. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of PROVIDER, <br />PROVIDER may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's <br />prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to <br />limit the CITY's ability to have any of the services which are the subject to this Agreement performed by <br />City personnel or by other consultants retained by City. <br />15. TERMINATION <br />This Agreement may be terminated by the parties as hereinafter provided: <br />a. PROVIDER may terminate this Agreement for cause, upon thirty (30) days prior written notice <br />to CITY. <br />b.CITY may terminate this Agreement for cause by giving PROVIDER seven (7) days prior <br />written notice of termination for cause and the factors constituting cause. <br />c. CITY may terminate this Agreement for any reason upon by providing thirty (30) day prior <br />written notice of termination. <br />d. CITY may terminate this Agreement immediately if the OCFA Fire Chief or designee (in his or <br />her reasonable discretion) determines that continued operations by PROVIDER following a breach would <br />constitute a danger to the public health, safety or general welfare. <br />16. BREACH OF AGREEMENT <br />a. Factors Constituting Breach and Cause. Factors constituting a breach of this <br />Agreement and also warranting Cause for termination include but are not limited to each of the following: <br />1. A failure by PROVIDER to perform the covenants and requirements set forth in the Contract <br />Documents in the time and manner specified, and as required by this Agreement.