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<br />To Consultant:
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<br />AIDS Housing Washington
<br />2014 East Madison Street, Suite 200
<br />Seattle, W A 98122
<br />Attn: Betsy bib~'H1"ll, Executive Director
<br />L.'~ ~rlv\tl"'" ..G ~
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted
<br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other
<br />communication shall be effective or deemed to have been given three (3) days after it has
<br />been deposited in the United States mail, duly registered or certified, with postage prepaid,
<br />and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand,
<br />delivery, or other communication shall be effective or deemed to have been given twenty-four
<br />(24) hours after the time set forth on the transmission report issued by the transmitting
<br />facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
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<br />10. EXCLUSIVITY AND AMENDMENT
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<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.
<br />In the event of a conflict between the terms ofthis 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
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />Consultant nor the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which are not embodied herein.
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<br />11. ASSIGNMENT
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<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
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject to this Agreement performed by City personnel or by other consultants retained by
<br />City.
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<br />12. TERMINATION
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<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay
<br />Consultant compensation for all services performed by Consultant prior to receipt of such
<br />notice of termination, subject to the following conditions:
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