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<br />. <br /> <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, federal, <br />state, County or City holidays shall be excluded. <br /> <br />7. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />aSH, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br />this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of aSH. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition <br />to, the terms and conditions hereof, shall not bind or obligate aSH nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />are not embodied herein. <br /> <br />8. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of aSH, aSH <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 <br />City's 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. <br /> <br />9. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, aSH shall be entitled to receive and the City shall pay aSH <br />compensation for all services performed by aSH prior to receipt of such notice of termination, <br />subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require aSH to deliver to <br />the City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and aSH consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br /> <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. <br /> <br />4 <br />