NELSON, KATHLEEN 3 - Laserfiche WebLink

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deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefltcsimile, communication shall be effective or deemed to have heen given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time hames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 representati ve of Consultant. The parties agree that any terms or conditions of any purchase order or other instIument that are inconsistent with, or in addition to, the terms and conditions hereof; shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or othenvise, have been made hy any party, or anyone acting on hehalf of any party, \-vhich are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended tu secure the specialized services of Consultant, Consultant may not assign, transfer. delegate, or subcontract any 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 he considered null and void. Nothing in this Agreement 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 consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days "Titten notice of termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services perfom1ed by Consultant prior to receipl of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to dcliver 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 unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not he made for work which fails to meet the standard of perfOlmance specified in the Recitals ufthis Agreement. 5