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<br />EI Segundo, CA 90245 <br />telefacsimile (310) 643-8937 <br /> <br />Attn: John Sparks <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed <br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br /> <br />11. Exclusivity and Amendment <br /> <br />This Agreement represents the complete and exclusive statement between the City and Vendor, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement <br />shall prevail. This Agreement may not be modified except by written instrument signed by the City and <br />by an authorized representative of Vendor. The parties agree that any terms or conditions of any purchase <br />order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, <br />shall not bind or obligate Vendor nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, <br />or anyone acting on behalf of any party, which are not embodied herein. <br /> <br />12. Assignment <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may <br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the <br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability <br />to have any of the services which are the subject to this Agreement performed by City personnel or by <br />other Vendors retained by City. <br /> <br />13. Termination <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination, without any early termination penalty. In such event, Vendor shall be entitled to receive and <br />the City shall pay Vendor compensation for all services performed by Vendor priorto receipt of such notice <br />of termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Vendor to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the property <br />of the City unless prohibited by law, and Vendor consents to the City's use thereof for such purposes as <br />the City deems appropriate. <br /> <br />b. Payrnent need not be made for work which fails to meet the standard of performance specified <br />in the Recitals of this Agreement. <br /> <br />March 2007 <br /> <br />5 <br />