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To Consultant: <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P,C, Box 1988 <br />Santa Ana, California 92702 <br />Fax 714- 647-6515 <br />Attention; Mr, Mujtaba Datoo <br />ACN Gfobal Risk Consultants, Inc. <br />100 Bayview circle, Suite 100 <br />Newport Beach, CA 92660 <br />(949)608-6475 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address, If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent <br />by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the <br />time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set <br />forth above, For purposes of calculating these time frames, weekends; federal, state, County or City <br />holidays shall be excluded. <br />13, EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant; and supersedes any and all other agreements, oral or written, between the parties relating <br />to the subject matter. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of Consultant. The <br />parties agree that any terms or conditions of any purchase order or other Instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant <br />or the City, Each party to this Agreement acknowledges that no representations inducements, promises <br />or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein. <br />14, 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City, <br />1s. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant 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 Consultant to deliver <br />to the City all work product completed as of such date, and in such case such work <br />