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To Consultant: Overland, Pacific & Cutler, Inc. <br />3750 Schaufele Avenue, Ste. 150 <br />Long Beach, CA 90808 <br />telefacsimile (562) 304-2020 <br />A party may change its address by giving notice in writing to the other party. <br />Thereafter, communication shall be addressed and transmitted to the new address. If sent <br />by mail, communication shall be effective or deemed to have been given three (3) days <br />after it has been deposited in the United States mail, duly registered or certified, with <br />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 />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the <br />Agency and Consultant, and supersedes any and all other agreements, oral or written, <br />between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may <br />not be modified except by written instrument signed by the Agency 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 Agency. Bach 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 />11. 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 Agency and any such assignment, transfer, <br />delegation or subcontract without the Agency's prior written consent shall be considered <br />null and void. Nothing in this Agreement shall be construed to limit the Agency's ability <br />to have any of the services which are the subject to this Agreement performed by Agency <br />personnel or by other consultants retained by Agency. <br />12. TERMINATION <br />This Agreement may be terminated by the Agency upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the Agency <br />3-9 <br />