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Los Angeles, California 90071-3462
<br />telefacsimile (213) 673-6088
<br />With courtesy copies to:
<br />Deloitte & Touche USA LLP
<br />Office of General Counsel
<br />1633 Broadway, 37th floor
<br />New York, NY 10019
<br />Attn: Associate General Counsel
<br />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 upon receipt 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 upon receipt.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties
<br />regarding the subject matter hereof. In the event of a conflict between the terms of this
<br />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 Consultant. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br />conditions hereof, shall not bind or obligate Consultant 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. The failure of either party to insist upon strict performance of any of the
<br />provisions contained in this Agreement shall not constitute a waiver of its rights as set forth in
<br />this agreement, at law or in equity, or a waiver of any other provisions or subsequent default by
<br />the other party of any of the terms or conditions in this Agreement.
<br />13. ASSIGNMENT AND NON -EXCLUSIVITY
<br />Inasmuch as this Agreement is intended to secure the services of Consultant, Consultant
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City, and City may not assign or transfer any interest or obligation herein without
<br />the prior written consent of Consultant, and any such assignment, transfer, delegation or
<br />subcontract without the other party's prior written consent shall be considered null and void.
<br />Notwithstanding the foregoing, Consultant shall have the right, exercisable from time to time in
<br />its own discretion and upon notice to City, to subcontract or delegate its obligations and
<br />responsibilities hereunder to other entities directly related to or affiliated with Consultant;
<br />provided, however, that nothing herein shall relieve Consultant of its obligations hereunder.
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