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To Consultant: <br />Executive Director <br />Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92702 <br />Kosmont Realty <br />1601 N. Sepulveda Blvd, #382 <br />Manhattan. Beach, CA 90266 <br />Attn: LarryJ. Kosmont, President <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />cotnmuntcation shall be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time <br />set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth <br />above. Igor purposes of calculating these time frames, weekends, federal, state, County or City holidays <br />shall be excluded. <br />12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Consultant <br />regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between <br />the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of Consultant.. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with; or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />13. 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the <br />City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days' written notice of termination. <br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for <br />all services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, City may require Consultant to deliver to the City all work <br />product completed as of such date, and in such case such work product shall be the property <br />Page 5 of 7 <br />