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<br />To Consultant: <br /> <br />Commercial Interior Resources <br />1761 Reynolds Avenue <br />Irvine, California 926 I 4 <br />Telefaesimile (949) 752-6103 <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days aller 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, communication shall be effective or <br />deemed to have bCl;ll given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <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. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative 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 hercof, shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agrcements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which arc not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended 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 assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered nnll 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 performed by City personnel or by other consultants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such evcnt, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to rCl:cipt of such notice of termination, <br />snbjectto lhe lollowing conditions; <br /> <br />a. As a condition of such 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 sneh work prodnct shall be <br /> <br />5 <br />