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<br />A party may change its address by giving notice in \'.'Tiling to the other pal1y. Thereafter. <br />communication shall be addressed and transmitted to the new address. If sent by mail. <br />l:ommunication shall ne effective or deemed to have becn given three (3) days after it has been <br />deposited in the United States mail. duly registered or certitled, with postage prepaid, and <br />addressed as set forth above. Ifsent by lelefacsimile. communication shall be eflective or <br />deemed to have been given twenty-fom (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile mal:hine. addressed as set forth above, For purposes <br />uf calculating these time trame" weekends, federal. state, County or City holidays shall be <br />excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represt:nts the complete and exclusive statemt:nl between the City and <br />Consultant. and supersedes any and all other agreements. oral or \vritten. bctween the parties. In <br />the event of a conniet bet\vcen the terms of this Agreement and uny attachments hereto. the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by \vritten <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 />v,/ith. or in addition to. the terms and conditions hereof. shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknowledges that no rcprcsentations. inducements. <br />promises or agreements. orally or otherwise. 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 intended to seeure the specialized services of Consultant, <br />Consultant may not assign. transfer, delegate. or subcontract any interest herein \....ithout the prior <br />written consent of the City and any such assignment, transfer. delegation or subconlract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall he construt:d to limit the City's ahility to have any of the services \vhich are the subject to <br />this Agreement performed by City personnel or by other consultants retaim:d 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 slleh event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services perfonned by Consultant prior tu receipt of such notice of termination, <br />suhject to the lollO\ving 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 such work product shall be <br />the property of the City unless prohibited by la\\/, and Consultant consents to the City's LIse thereof <br />for such purposes as the City decms appropriate. <br /> <br />b. Payment need not be made for work which faib to meet the standard ofpert()[IllanCe <br />spccitied in the Recitals of this Agreement. <br /> <br />4 <br />