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<br /> have been given twenty-four (24) hours after the time set forth on the transmission report issued <br /> by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br /> these time frames, weekends, federal, state, County or City holidays shall be excluded. <br /> 13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br /> 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 <br /> instrument signed by the City and by an authorized representative of Consultant. The parties <br /> agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br /> with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br /> the City. Each party to this Agreement acknowledges that no representations, inducements, <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> behalf of any party, which are not embodied herein. <br /> 14. 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 <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement <br /> shall be construed to limit the City's ability to have any of the services which are the subject to <br /> this Agreement performed by City personnel or by other consultants retained by City. <br /> 15. TERMINATION <br /> a. This Agreement may be terminated by the City upon thirty (30) days written <br /> notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br /> Consultant compensation for all services performed by Consultant prior to receipt of such notice of <br /> termination, subject to the following conditions: <br /> (i). As a condition of such payment, the Executive Director may require Consultant to <br /> deliver to the City all work product completed as of such date, and in such case such <br /> work product shall be the property of the City unless prohibited by law, and <br /> Consultant consents to the City's use thereof for such purposes as the City deems <br /> appropriate. However, any use of unfinished work product shall be at City's sole <br /> risk. <br /> (ii). Payment need not be made for work which fails to meet the standard of performance <br /> specified in the Recitals of this Agreement. <br /> b. City may terminate this Agreement for Consultant's default if a federal or state <br /> proceeding for the relief of debtors is undertaken by or against Consultant, or if Consultant <br /> makes an assignment for the benefit of creditors, or if Consultant breaches any term(s) or <br /> 7 <br /> 25A-11 <br /> <br />