DAVID MORSE & ASSOCIATES - 2012 - Laserfiche WebLink

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(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 deemed to have been 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 tinie frames, weekends, federal, state, County or City holidays shall be excluded. 1 i . EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City- and DMA. and supersedes any and all other agreements, oral or written. between the parties. In the event of a conflict between the tern -is 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 DMA. 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 DMA or 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 DMA, DMA may not assign, transfer, delegate. or subcontract any interest herein without the prior written consent ofthe City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void_ Nothing in this Agreement shall be construed to limit the City's ability to have any ofthe services which are the subject of this Agreement performed by City personnel or by other DMA retained by City. 13. TERMINATION "Chis Agreement may be terminated by City at any time. 11-1 such event, DMA shall be entitled to receive and the City shall pay DMA compensation for all services performed by DMA prior to receipt of such notice of termination. As a condition of such payment. DMA shall deliver to the City all files and records generated under this Agreement as of such date. DMA may terminate this agreement subject to its obligation to provide reasonable notice to arrange alternative representation. 14. DISCRIMINATION DMA shall not discriminate because of race, color, creed, religion, sex, marital status_ sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, prornotion. terniination or other employment related activities. DMA affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations_ l5. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance. and enforcement ofany ofthe clauses ofthis Agreement shall be determined and governed by the laws ofthe State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement_ 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein beloxv has the power, authority and right to bind their respective parties to each ofthe terns ofthis Agreement and shall indemnify City