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3/28/12 The effective date of any notice or written communications sent by one party to the other shall be the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to the other party. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between CITY and PROVIDER, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by CITY and by an authorized representative of PROVIDER. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate PROVIDER nor CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of PROVIDER, PROVIDER may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the CITY's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the parties as hereinafter provided: a. PROVIDER may terminate this Agreement for cause, upon thirty (30) days prior written notice to CITY. b. CITY may terminate this Agreement for cause by providing PROVIDER seven (7) days prior written notice of termination for cause and the factors constituting cause. c. CITY may terminate this Agreement for any reason upon by providing thirty (30) day prior written notice of termination. d. CITY may terminate this Agreement immediately if the OCFA Fire Chief or designee (in his or her reasonable discretion) determines that continued operations by PROVIDER following a breach would constitute a danger to the public health, safety or general welfare. 16. BREACH OF AGREEMENT a. Factors Constituting Breach and Cause. Factors constituting a breach of this Agreement and also warranting Cause for termination include but are not limited to each of the following: 1. A failure by PROVIDER to perform the covenants and requirements set forth in the Contract Documents in the time and manner specified, and as required by this Agreement. 9 25G-11