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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 regarding <br />the subject matter herein. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of Consultant. The <br />parties agree that any terns 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 the City. <br />Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by tiny party, or anyone acting on behalf of any party, <br />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. TE11MINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />terurination. 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 hl 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 doems appropriate. <br />b. Payment need not be made for work which AN to meet the standard of performance specified in <br />the Recitals of this Agreement. <br />The Consultant may terminate this Agreement for any material failure by the City to comply with this <br />Agreement, provided that the Consultant gives the City thirty (30) days' prior written notice of its <br />intention to terminate for such failure and affords to the City an opportunity to cure such failure within <br />said thirty (3 0) days. <br />25A -9 <br />