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8745 Chifney Lane <br />Riverside, California 92509 <br />Telefacsimile (951) 360 -9924 <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 telefacsimile, communication shall be effective or <br />deemed to have been given twenty -four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time frames, weekends, federal, state, County or local holidays shall be <br />excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the Agency <br />and Consultant, and supersedes any and all other agreements, oral or written, between the parties. <br />In 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 Agency 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 Agency. 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 />12. 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 Agency and any such assignment, transfer, delegation or subcontract <br />without the Agency's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Agency's ability to have any of the services which are <br />the subject to this Agreement performed by Agency personnel or by other consultants retained by <br />Agency. <br />13. TERMINATION <br />This Agreement may be terminated by the Agency upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the Agency 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 />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the Agency all work product completed as of such date, and in such case such work product shall <br />3 -7 <br />