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Page 7 of 10 <br /> <br />Fax (714) 220-1374 <br /> <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 fax, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />timeframes, weekends, federal, state, County or City holidays shall be excluded. <br /> <br />12. EXCLUSIVITY AND AMENDMENT <br /> <br /> This Agreement represents the complete and exclusive statement between the City and <br />Contractor 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 and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />Contractor. The parties agree that any terms or conditions of any purchase order or other instrument <br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate Contractor or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br /> <br />13. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, it <br />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 <br />prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the City’s ability to have any of the services, which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br /> <br />14. WAIVER <br /> <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> <br />15. TERMINATION <br /> <br />This Agreement may be terminated by the City upon fifteen (15) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to the effective date of termination.