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To Consultant: GeoSpatial Technologies, Inc. <br />3130 S. Harbor Blvd., #430 <br />Santa Ana, CA 92704 <br />Phone: (714) 434-9936 <br />Fax: (714)434-9937 <br />Attn: Hong'Chou, ChiefTeclznology Officer <br />' A party may. change its address bygiving notice in writing to the other party. ThereaAer, <br />anp communication shall be addressed and transmitted to the new address. if sent by mail, <br />communication shall be effective or deemed to have been given three (3) days niter ithas been <br />deposited in the United States mail, :duly registered or certified, with. postage prepaid, and <br />addressed as set forth above. If sentbyleIefacsimile, comnzunicationshall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these' time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10. EXCLUSTVYTY AND.AMEPIDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes anq:and all other agreements, oral or written, between the parties. Tn <br />the event of a conAict'between the teens of this Agreement and any attachments hereto the <br />terms of this Agreement sha11 prevail. This. Agreement may noY be modified except by written <br />instrument signed by.:the City and byan authorized representative of Consultant. The patties <br />agree that any terms-or conditions of any purchase order pr other instrument that are inconsistent <br />with, or iri addition to, the teens and conditions hereo€, shall not bind or obligate Consultant or <br />the City. Eaeh,party to this Agreemerttaclaiowlzdges that no representations, inducements, <br />promises or agreements, orally orotherwise, have been made by any party, or anyone acting on <br />behalf ofanyparty, which is not embodied terein. <br />Y1. ASSIGI?NIENT <br />Inasmuch as this Agreements intended to secure the specialized services of Consultant, <br />Consultant Wray not assign, transfer, dolegate, or subcontract any interest herein without the prior ; <br />written consent. ofthe City and any,such assignment,"transfer, delegation or subcontract without <br />the City's prior written consent shall be considered nuI] and void. Nothing in Phis 1A:greement ' <br />shall be construed to limit the City's ability to have .any of the services which are-the- subject to <br />this Agreement. performed by City personnel or by other consultants retained by .City. <br />]2. TERMIi?IATION <br />This Agreement niay be terminated by the .City. upon thirty (30) days written notice of <br />tetntination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensationfor alI services perfotined by Consultant prior to receipt of such notce,oftermination, <br />subject to the following conditions: <br />??? ?_'