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To DSC: Discovery Science Center <br />Mr. Joe Adams <br />2500 N. Main Street <br />Santa Ana, California 92705 <br />Fax 714-263-3927 <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 United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />telefacsimile, 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 machine, addressed <br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />10. 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 />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 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 />12. TERMINATION <br />A. This Agreement may be terminated on thirty (30) days' written notice by either party. In <br />the event of such termination, DSC shall only be entitled to reimbursement for approved <br />expenses incurred prior to the effective date of termination. <br />B. This Agreement may be suspended or terminated by City upon five (5) days' written notice <br />for violation by DSC of the terms and conditions of the this agreement or applicable State or <br />Federal requirements. In the event of such suspension or termination, DSC shall only be <br />entitled to reimbursement for approved expenses incurred up to the effective date of <br />suspension or termination. <br />5 <br />25E-7