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<br />To Consultant:
<br />
<br />Calvada Environmental Services, Inc.
<br />1560 Commerce Strcct, Unit D
<br />Corona, California 92280
<br />Telefacsimile (951) 808-8405
<br />Attn: Timothy Lane, REA
<br />
<br />A party may change its addrcss by giving notice in writing to the othcr party. Thereafter,
<br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
<br />to thc new address. If sent by mail, any notice, tender, demand, delivery, or other
<br />communication shall be effective or deemed to have been givcn three (3) days after it has been
<br />deposited in the United Statcs mail, duly registered or certified, with postage prepaid, and
<br />addressed as set lorth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shaH be effective or decmed to have been given twenty-four (24) hours
<br />after thc 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, lederal,
<br />state, County or City holidays shaH be excluded.
<br />
<br />10, EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agrecmcnt represents the complete and exclusive statemcnt between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, betwccn the parties. In
<br />the event ora conllict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shaH prevail. This Agrccment may not be modilled except by written
<br />instrument signed by the City and by an authorized reprcscntative 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, the terms and conditions hereof, shaH not hind or obligate Consultant nor
<br />the City. Each party to this Agrecment acknowledges that no representations, inducemcnts,
<br />promises or agreements, oraHy or otherwisc, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />
<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intendcd to secure the specialized 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 assigrnnent, transfer, delegation or subcontract without
<br />the City's prior writtcn eonscnt shaH be considered nuH 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 per/armed by City personnel or by other consultants retained by City.
<br />
<br />12. TERMINA nON
<br />
<br />This Agreement may be tenninated by the City upon thilty (30) days written notice of
<br />tennination. In such event, Consultant shan be entitled to receive and the City shall pay Consultant
<br />compensation for all services perlonneu by Consultant prior to receipt of such notice oftennination,
<br />subject to the following conditions:
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