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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 />time frames, weekends, federal, state, County or City holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Partner regarding the subject matter herein, and supersedes any and all other agreements, oral or <br />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 />Partner. 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 Partner or the City. Each party to this Agreement ackriowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Partner, <br />Partner may not assign, transfer, delegate, 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 partners retained by City. <br />13. CANCELLLATION OR TERMINATION <br />a. If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, <br />an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control <br />of City, the Event or any part thereof is prevented from being held or is cancelled by City, City, <br />in its sole discretion, shall determine and refund to the Partner its proportionate share of the <br />balance of the aggregate partner fees received that remain after deducting expenses incurred by <br />City and reasonable compensation to City. In no case shall the amount of the refund to the <br />Partner exceed the amount of the fee paid. City reserves the right to cancel any portion of the <br />Event as it deems necessary and appropriate. <br />b. Cancellation by the Partner will be accepted only in writing. In the event of <br />cancellation by Partner, Partner will remain obligated for 100% of the partnership fee, and City <br />will retain the right to seek and retain an alternate partner in City's sole discretion. <br />Page 4 of 6 <br />