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Pasadena, California 91106-1709 Tclcfacsimile (626) 793-2549 ^ party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited 111 the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsirnile, communication shall be effective or deemed to have been given twenty-four (24) nours after the time set forth on the transmission report isslIed by the transmitting facsimile machine, addressed as set forth ahove. For purposes of calcuJaling lhese time frames, weekends, federal, state, County or City holidays shall b~ excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement hetwccn the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified eX(';l;:pt by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any tenns or conditions of any purchase order or other instrument that an~ inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, indul.:ements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on bebalf of any party, which arc not embodied herein. 12. ASSIGNMENT lnasmueh as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior wTitten consent ofthc City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement sball bc constmed to limit tbe City's ability to have any oftbe selvices which are the subject to this Agreement performed by City personnel or by otber consultants retained by City. )3, TERMINATION This Agreement may be terminated by tbe City upon tbirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of sllch notice of termination, subject to the following conditions: <l. As a condition of such payment, the Executive Director lllay require Cunsultant to deliver to the City all work product completed as of such date, and in such case such work product shall be thc property of the City unless prohibited by law, and Consultant consents to the City's use thereof lor sucb purposes as the City deems appropriate. h