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To Consultant: DJ Englert <br />PDS Technical Services <br />161 Kalmus Drive, Suite H-4 <br />Costa Mesa, California 92626 <br />telefacsimile (714) 540-8092 <br />A party may change its address by giving notice in writing to the other party. <br />Thereafter, any communication shall be addressed and transmitted to the new address. If <br />sent by mail, communication shall be effective or deemed to have been given three (3) <br />days after it has been deposited in the United States mail, duly registered or certified, <br />with postage prepaid, and addressed as set forth above. If sent by telefacsimile, <br />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 <br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Consultant, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf <br />of any party, which are not embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the City <br />25F-8