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1455 Frazee Road, Suite 805 <br />San Diego, California 92 1 0 8-43 20 <br />fax (619) 297-5220 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the lJnited <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after <br />the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set <br />forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Consultant. The parties agree that any terms or conditions <br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />13. 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination, subject <br />to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the property of <br />the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the <br />City deems appropriate. However, any use of unfinished work product shall be at City's sole risk, <br />b. Payment need not be made for work which fails to meet the standard of performance specified in <br />the Recitals of this Agreement.