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A party may change its address by giving notice in writing to the other party. Thereafter, any <br /> <br /> communication shall be addressed and transmitted to the new address. 1f 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 /> <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 /> 11. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the Cif and <br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event <br /> of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br /> Agreement shall prevail This Agreement may not be modified except by written instrument signed by <br /> the City and by an authorized representative of Consultant. The parties agree that any terms or conditions <br /> of any purchase order or other instrument that aze inconsistent with, or in addition to, the terms and <br /> conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement <br /> acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br /> been made by any party, or anyone acting on behalf of any party, which aze not embodied herein. <br /> 12. ASSIGNMENT <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 written <br /> consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br /> written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br /> the City's ability to have any of the services which are the subject to this Agreement performed by City <br /> personnel or by other consultants retained by City. <br /> 13. TERMINATION <br /> This Agreement may be terminated by either party upon thirty (30) days written notice of <br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br /> compensation for all services performed by Consultant prior to receipt of such notice of termination, subject <br /> to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Consultant 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 of <br /> the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the <br /> City deems appropriate. <br /> b. Payment need not be made for work which fails to meet the standard of performance specified in <br /> the Recitals ofthis Agreement. <br /> 4 <br /> <br />