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To Consultant: <br />CPS HR Consulting <br />24$0 Del Paso Rd, Suite 220 <br />Sacramento, CA 95834 <br />Ms. Andi Bernard <br />(916) 471.3325 <br />abernard@cpshr.us <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 facsimile, communication shall be effective or deemed to <br />have been given twenty"four (24) hours after the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded, <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully <br />supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the City 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, that terns or conditions hereof, shall not bind or obligate Consultant nor <br />the City. Each party to dais 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 parties, 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, delegaie, 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. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other consultants retained by City. <br />19. TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice of <br />termination to the Consultant, <br />