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President/CEO <br />2500 N. Main Street <br />Santa Ana, California 92705 <br />Fax 714-263-3927 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any commu- <br />nication shall be addressed and transmitted to the new address. If sent by mail, communication shall be <br />effective or deemed to have been given three (3) days after it has been deposited in the United States <br />mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, <br />communication shall be effective or deemed to have been given twenty-four (24) hours after the time set <br />forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth <br />above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays <br />shall be excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and DSC, and <br />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 <br />prevail. This Agreement may not be modified except by written instrument signed by the City and by an <br />authorized representative of DSC. The parties agree that any terms or conditions of any purchase order <br />or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate DSC 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 <br />acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of DSC, DSC may not <br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City <br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability <br />to have any of the services which are the subject to this Agreement performed by City personnel or by <br />other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termina- <br />tion. In such event, DSC shall be entitled to receive and the City shall pay DSC compensation for all <br />services performed by DSC prior to receipt of such notice of termination, subject to the following con- <br />ditions: <br />a. As a condition of such payment, City may require DSC 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 of the City <br />unless prohibited by law, and DSC consents to the City's use thereof for such purposes as the City deems <br />appropriate. <br />Page 5 of 7 <br />251-7 <br />