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<br />A party may changc its address hy giving notice in writing to the other party. Thereafter,
<br />any notice, tendcr, dcmand, delivery, or other communication shall be addressed and transmitted
<br />to the new address. If sent by mail, any nol1ce, tender, demand, delivery, or other
<br />communication shall be erfective or deemed to have been given three (3) days after it has been
<br />deposited in the United States mail, duly registcred or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by tclefacsimile, any notice, tender, demand, delivery, or
<br />othcr communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time sct forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of caleulal1ng these time frames, wcekcnds, fcderal,
<br />state, County or City holidays shall be excluded.
<br />
<br />lU. EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement repre'ents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
<br />thc event of a conflict between the terms of this Agreemcnt and any attachments hereto, the
<br />terms of this Agreement shan prcvaiL This Agreement may not be modified excepl by written
<br />instrumcnt signed by the City and by an anthorized repre,entative of Consultant. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, that tenns and conditions hereof, shan not bind or obligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made hy any party, or anyone acting on
<br />bchalf of any party, which are not embodied herein.
<br />
<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to securc thc spccialized services of Consultant,
<br />Consultant 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 ,ubconlract without
<br />the City's prior written consent shan be considered null and void. Nothing in this Agreement
<br />shall bc 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 consultants rctaincd by City.
<br />
<br />12, TERMINATION
<br />
<br />This Agreement may be tenninated by the City upon thirty (30) days written notice of
<br />tennination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services pcrformed by Consultant prior to receipt 0 f such notice of termination,
<br />subject to the following conditions:
<br />
<br />a. As a condition of slIch payment, the Executive Director may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall bc
<br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<br />
<br />b. Payment need not be made lor work which fails to meet the standard of performance
<br />specilled in the Recitals ofthis Agreement
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