Agmt 2010 Alameda County - Laserfiche WebLink

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To San Leandro: Office of the City Clerk City Hall 835 East 14`h Street San Leandro, CA 94577 Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall. be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any party may change its address or facsimile number by giving the other party notice of the change in any manner permitted by this MOU. 8. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this MOU that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this MOU. 9. TERMINATION: The County may terminate this MOU at any time upon (180) one hundred and eighty days written notice to the Cities. A party other than the County may withdraw from this MOU by giving 120 days notice to the other parties and 120 days notice to the County. After the initial 120-day notice is given, any other non-County party may withdraw upon 90 days notice to the remaining parties. Notwithstanding any such withdrawal, the Registrar shall be entitled to compensation for services performed pursuant to the MOU to the effective date of withdrawal, and the withdrawing party shall remain entitled to reimbursement for Setup Costs as set forth in Section 3 from the remaining participating City or Cities. If this MOU is terminated by the County within 5 years of the Effective Date, all other parties shall be entitled to a pro rata reimbursement from the County of their Proportionate Shares of Setup Costs within 90 days of the effective date of termination. 10. CHOICE OF LAW: This MOU shall be governed by the laws of the State of California. 11. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this MOU shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 12. ENTIRE AGREEMENT: This MOU, including all attachments, exhibits, and any other documents specifically incorporated into this MOU, shall constitute the entire agreement between County and Cities relating to the subject matter of this MOU. As 6