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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 offective or deemed to have been given three (3) days after it has boon
<br />deposited in the United States snail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above, If sent by facsimile, communication shall be effective or deemed to
<br />have been given twenty -four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, weekends, federal, state, County or City 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
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail, This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Consultant, The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />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
<br />written consent of the City and any such assigmnent, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<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 />14, TERMINATION
<br />A. This Agreement may be suspended or terminated by City upon five (5) days' written
<br />notice for violation by Consultant of Federal Laws governing the use of Community Development
<br />Block Grant Funds, In the event of such suspension or termination, Consultant shall only be
<br />entitled to reimbursement for approved expenses incurred up to the effective date of suspension or
<br />termination.
<br />B. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or
<br />any of its obligations hereunder, City may declare a default and termination of this Agreement by
<br />written notice to Consultant, which default and termination shall be effective on a date stated in the
<br />notice which is to be not less than ten (10) days after certified mailing or personal service of such
<br />notice, unless such default is cured before the effective date of termination stated in such notice. If
<br />terminated for cause, City shall be relieved of further liability or responsibility under this
<br />Agreement, or as a result of the termination thereof, including the payment of money, except f.'or
<br />payment for approved expenses incurred for services satisfactorily and timely performed prior to the
<br />mailing or service of the notice of termination, and except for reimbursement of (1) any payments
<br />made for services not subsequently performed in a timely and satisfactory manner, and (2) costs
<br />incurred by City in obtaining substitute performance.
<br />25D -11
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