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A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any notice, tender, demand, delivery, ar 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 been
<br />deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set Earth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24} hours
<br />after the time set forth an the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the Authority
<br />and Consultant, and supersedes any and all other agreements, oral or written, between the parties.
<br />In the event of a conflict between the terms of this 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 Authority and by an authorized representative of Consultant. The
<br />parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, that terms and conditions hereof, shall not bind ar obligate
<br />Consultant nor the Authority. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />11. 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
<br />written consent of the Authority and any such assignment, transfer, delegation or subcontract
<br />without the Authority's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the Authority's ability to have any of the services which
<br />are the subject to this Agreement performed by Authority personnel or by other consultants
<br />retained by Authority.
<br />12. TERMINATION
<br />This Agreement may be terminated by the Authority upon thirty (30} days written notice
<br />of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay
<br />Consultant compensation for all services performed by Consultant prior to receipt of such notice of
<br />termination, subject to the following conditions;
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the Authority all work product completed as of such date, and in such case such work product
<br />shall be the property of the Authority unless prohibited bylaw, and Consultant consents to the
<br />Authority's use thereof for such purposes as the Authority deems appropriate.
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