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A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any 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 proposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
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<br />10. Exclusivity And Amendment
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<br /> This Agreement, along with any exhibits or attachments, represents the complete and
<br />exclusive statement between the City and Contractor, and supersedes any and all other
<br />agreements, oral or written, between the parties. In the event of a conflict between the terms of
<br />this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
<br />Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of Contractor. The parties agree that any terms or conditions of any
<br />purchase order or other instnnnent that are inconsistent with, or in addition to, that terms and
<br />conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally
<br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
<br />not embodied herein.
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<br />1 l. Assig/anent
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<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assigntnent, 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 Contractors retained by City.
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<br />12. Termination
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<br /> This Agreement may be terminated by the City upon thirty (30) 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 receipt of such notice of termination,
<br />subject to the following conditions:
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<br /> a. As a condition of such payment, the City may require Contractor to deliver to the City all
<br />work product completed as of such date, and in such case such work product shall be the property of
<br />the City unless prohibited by law, and Contractor consents to the City's use thereof for such
<br />purposes as the City deems appropriate.
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<br /> b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
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