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1200 University Ave.
<br />riverside, California 92507
<br />Telefacsimile (909) 787-7374
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted
<br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other
<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 telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends,
<br />federal, state, County or City holidays shall be excluded.
<br />This Agreement represents the complete and exclusive statement between the City and
<br />University, and supersedes any and all other agreements, oral or written, between the parties.
<br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms 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 University. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or mi addition to, that terms and conditions hereof, shall not bind or obligate
<br />University nor the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made b anparty, or
<br />anyone acting on behalf of any party, which are not embodied herein.
<br />Inasmuch as this Agreement is intended to secure the specialized services of University,
<br />University may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />.Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject to this Agreement performed by City personnel or by other consultants retained by
<br />City.
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, University shall be entitled to receive and the City shall pay
<br />University compensation for all services performed by University prior to receipt of such notice
<br />of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require University to
<br />deliver to the City all work product completed as of such date, and in such case such work
<br />product shall be the property of the City unless prohibited bylaw, and University
<br />consents to the City's use thereof for such purposes as the City deems appropriate.
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