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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 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 asset foith, above. If sent by facsimile, oommunication 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 flames, weekends, federal, state, Coinity or City holidays shall be excluded.
<br />10, EXCLUSIVITY ANI) AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Sponsor regarding the subject matter herela, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between the terms of this Agreement air(]
<br />any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Sponsor, The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof„ shall riot
<br />bind or obligate Sponsor or the City, Bach party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />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 thri specialized services of Sponsor,
<br />Sponsor may not assign, transfer, delegate, or subcontract any interest herein wnjtout the prior
<br />written consent of the City and any such assignment, transfer, delegation or subanitract without
<br />die City's prior written consent shall be considered raill and void. Nothing in this i\ greenietit
<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 Sponsors retained by City.
<br />11 CANCFLLLATION OR TERlYmxri(YNT
<br />If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an
<br />act of terrorism or public enemy, an act of Cod, or any reason beyond the reasonable control of
<br />City, the Events or any part thereof are prevented from being, hold or are, canceled by City, City,
<br />in its sole discretion, shall determine and refund 460 the Sponsor its proportionate share of "he
<br />balance of the aggregate Sponsor fees received that ternain after deducting expenses incurred by
<br />City and reasonable compensation to City. In no ease shall the aaroant oftire; refund to the
<br />Sponsor exceed the allaotart of the fee paid. City reserves the right to cancel any portion of the
<br />Events as it deems necessary and appropriate.
<br />Cancellation by the Sponsor will be accepted only in v=oting. In the event of cancellation
<br />by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will rciain
<br />the right to seek and retain an alte'rilate. sponsor in City's sole discretion,
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