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25E - AGMT MAIL PROCESSING
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03/05/2019
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25E - AGMT MAIL PROCESSING
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Last modified
2/28/2019 7:31:11 AM
Creation date
2/28/2019 7:25:26 AM
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City Clerk
Doc Type
Agenda Packet
Agency
Finance & Management Services
Item #
25E
Date
3/5/2019
Destruction Year
2024
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17. No Third Partv Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and <br />that no person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right <br />to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise. <br />18. Headings. The paragraph headings which appear in this Agreement are intended solely for convenience of reference and <br />shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. <br />19. Integration. This Agreement, including all SOWS, exhibits, schedules and any addendum, appendices and attachments <br />hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with <br />respect to the subject matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written, <br />except as are set forth herein or in the schedules and addendum, appendices and attachments, if any. Any prior agreements <br />between the parties with regard to similar services provided at any location covered by any SOW attached hereto are <br />superseded by this Agreement. <br />20. Severability, if any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court <br />of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in <br />force and effect <br />21. Waiver. The failure to enforce any provision of this Agreement shall not operate as a waiver thereof nor preclude the <br />enforcement of any such provision in the future. All waivers shall be in writing and signed by the party to be charged. <br />22. Modification. This Agreement may be modified only by a written document signed by the parties hereto. The terms and <br />conditions of this Agreement shall supersede any and all standard terms and conditions on either party's preprinted forms, <br />including but not limited to Purchase Orders, Pickup Slips and Invoices. <br />23. Assignment Neither party may assign this Agreement without the prior written consent of the other party. Any assignment <br />in violation of this provision will be null and void. Notwithstanding the foregoing, without the other party's consent, either <br />party may assign this Agreement in whole or in part to an affiliated company or a successor in interest of all or substantially <br />all of the assets of such party, provided that, in the case of an assignment by Client, such affiliated company or successor in <br />interest satisfies PBPS' creditworthiness standards. A party making such assignment shall promptly notify the other party <br />in writing. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted <br />successors and assigns. <br />24. Reference. Client agrees that PBPS can use Client's name in a client list and/or identify Client as such when communicating <br />with prospective clients, in each case along with the PBPS service Client uses. <br />25. Marketing. Client agrees that PBPS can use Client's name and logo in marketing content, including in an advertising <br />campaign, with the prior consent from C1ienL <br />26. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of <br />the State of California, without regard to its conflicts of law principles, irrespective of the fact that any one of the parties is <br />now or may become a resident of a different state. <br />27. Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have <br />been duly given when (a) delivered personally; (b) upon delivery according to the records of an overnight courier service; <br />or (c) upon USPS records if sent by certified mail (postage prepaid), using the address set forth for each party in the opening <br />paragraph on page 1 of this Agreement. A party may change the address for notice by notice satisfying the requirements of <br />this paragraph. <br />28. Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and <br />perform this Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. <br />[Signatures only on new page] <br />Page 4 of 5 <br />Proprietary and Confidential Information 25E-6 <br />PBPS Contract Management— Rev Oct 2018 <br />
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