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To Partner: Raising Cane's Restaurants, LLC
<br /> Attn: Sarah Martel,Area Leader of Marketing
<br /> 1303 N. Bristol St.
<br /> Santa Ana, CA 92706
<br /> A party may change its address by giving notice in writing to the other party. Thereafter,
<br /> any communication shall be addressed and transmitted to the new address. If sent by mail,
<br /> communication shall be effective or deemed to have been given three (3) days after it has been
<br /> deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br /> addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
<br /> been given twenty-four (24) hours after the time set forth on the transmission report issued by the
<br /> transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
<br /> time frames, weekends, federal, state, County or City holidays shall be excluded.
<br /> it. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Partner regarding the subject matter herein, and supersedes any and all other agreements, oral or
<br /> written, between the parties. In the event of a conflict between the terms of this Agreement and
<br /> any attachments hereto, the terms of this Agreement small prevail. This Agreement may not be
<br /> modified except by written instrument signed by the City and by an authorized. representative of
<br /> Partner. The parties agree that any terms or conditions of any purchase order or other instrument
<br /> that are inconsistent with, or in addition to, the tenns and conditions hereof, shall not bind or
<br /> obligate Partner or 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 /> 12, ASSIGNMENT
<br /> In as much as this Agreement is intended to secure the specialized services of Partner,
<br /> Partner 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 shall
<br /> be construed to limit the City's ability to have any of the services which are the subject to this
<br /> Agreement performed by City personnel or by other partners retained by City.
<br /> J3. CANCELLLATION OR TERMINATION
<br /> a. If, because of war, fire, strike, civil strife, government regulation, natural catastrophe,
<br /> an act of terrorism. or public enemy, an act of God, or any reason beyond the reasonable control
<br /> of City, the Events or any part thereof is prevented from being held or is cancelled by City, City,
<br /> in its sole discretion,shall determine and refund to the Partner its proportionate share of the balance
<br /> of the aggregate partner fees received that remain after deducting actual expenses incurred by
<br /> City. In no case shall the amount of the refund to the Partner exceed the amount of the fee paid.
<br /> City reserves the right to cancel any portion of the Events as it deems necessary and
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