Laserfiche WebLink
A party may change its address by giving notice in writing to the other party. Thereafter, <br />any oornmunication 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, duty registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefiesimile, any communication shall be effective or <br />deemed to have been given twenty -four (24) (tours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed asset forth above. Forpurposes o£ <br />calculating; these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10, EXCLUSIVITY AND AMENDMENT <br />This Agrectnent represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, orator written, between the parties. In <br />the event of conflict between the terms of this Agreement and any attachments hereto, the terms <br />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 Contractor, 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 Contractor nor <br />the City. Each parry 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 />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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. Such prior consent is not <br />required when an assignment or transfer is necessitated by an internal restructuring of <br />Contractor's business. Nothing in this Agreement shall be construed to limit the City's ability to <br />have any of the services which are the subject to this Agreement performed by City personnel or <br />by other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor <br />consents to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement, where the City has notified Contractor promptly of such <br />failure and allowed the Contractor a reasonable opportunity to re- perform the subject work to bring it <br />to standard. <br />25Q -6 <br />