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Fax 714 - 647 -5635 <br />To Consultant: IDModeling, Inc. <br />55 E. Huntington Drive, Suite 130 <br />Arcadia, CA 91005 <br />Fax 626 - 244 -0702 <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any 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 after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall 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 of <br />calculating these time frames, weekends, federal, state, County or City holidays shall be <br />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 <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the authorized representatives of the parties. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. <br />Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is 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 <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City 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, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof <br />for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />25D -7 <br />