KOFF AND ASSOCIATES - 2016 - Laserfiche WebLink

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A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if sent by hail, communication shall be effective or deerned to have been given three (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 facsimile, communication shal e 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 time frames, weekends, federal, state, County or City holidays shall be excluded. 10. INCLUSIVITY AND AMENDMENT This.Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements; oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may act be modified except by written instrument signed by the City mid by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor. the City. Each party to this Agreement acknowledges that no representations, inducements, promises of agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the 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 of the services which are the subject to this Agreement perfonned by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City with thirty (30) clays written notice of termination to the Consultant:. a. As a condition of such payment, the City may require Consultant to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited bylaw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be Tirade for work that fails to meet the standard of performance specified in the Recitals of this Agreenierit.