MADISON MATERIALS 1 - 2005 - Laserfiche WebLink

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facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and CONTRACTOR, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of CONTRACTOR. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate CONTRACTOR nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of CONTRACTOR, CONTRACTOR may not assign, transfer, delegate, or subcontract any rights, obligations or interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 13. DEFAULT, DAMAGES AND TERMINATION OF AGREEMENT a. In the event CONTRACTOR defaults in the performance of any of the obligations, covenants or agreements to be kept, done or performed by it under the terms of this Agreement, or any other applicable Federal, state, or local law or regulation, the CITY shall notify CONTRACTOR in writing of the nature of such default. 9