LA CART'S MFG., INC. - 2006 - Laserfiche WebLink

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A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, dclivery, or other communication shall bc addressed and tran,mitted to the new address. If sent by mail, communication shall be effcetive or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or dccmed to have been given twenty-four (24) hours after the time ,et forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekcnds, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement bctween 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 Agrcement and any attachments hereto, the terms oflhis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. Thc parties agree that any terms or conditions of any purchase order or other instrumcnt that are inconsistent with, or in addition to, that ternlS and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representation" inducements, promi,es or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which arc not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure thc specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent ofthe City and any such assignment, transfer, <.lelegation or subcontract without the City's prior writtcn consent shall be con,i<.lered null and void. Nothing in this Agrccmcnt shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to rcceive and the City shall pay Contractor compen,ation lor all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Deputy City Manager ofDevelopmcnt Services require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unIess prohihited by law, an<.l Contractor consents to the City's use thereof for such purposes as tbe City deems appropriate. b. Payment need not be madc for work which fails to meet the standard of performancc specified in the Recitals ofthis Agreement. 4