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To Contractor:
<br />Organizational Quality Associates, Inc.
<br />5625 .North Wilmot. Road
<br />Tucson, AL 85750-1216
<br />A party may change its address by giving notice in writing to the other party. Tlrercaf'tcr, any
<br />conntnunication shall be addressed and transmitted to the new address. If sent by mail, comrmuiication
<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 />fax, communication shall be effective or deemed to have been given twenty -'Pour (24) hours after the time
<br />set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
<br />above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays
<br />shall be excluded.
<br />15. EXCLUSIVITY AND AMENDMENT
<br />This.Agreemen.t represents the complete and exclusive statement between the City and Contractor
<br />regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between
<br />the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of"tliis Agreement slhall prevail. Tliis Agreement may not be modified excel:>t by writteth instrument
<br />signed by the City and by an authorized representative o f Contractor. 'Th.e ptnties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, [Ile tennis
<br />and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, pronrises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied. herein.
<br />161. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest heroin 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 Lull and void. Nothing in this Agreement shall be construed to limit the
<br />City's ability to have any of the set -vices which are the subject to this Agreement performed by City
<br />personnel or by other consultants retained by City,
<br />17, WAIVER
<br />No Cn-elver of a breach, failure of tory condition, or any right or remedy contained in or granted by
<br />tho provisions of this Agreement shall be effective unless it is in writing and signed by the patty waiving
<br />the breach, failurc, right, or remedy, No waiver of any breach, f dbIrc, right, or remedy shall be deemed a
<br />waiver of any other breach, failure, right, or remedy, whether or not simitar, nor shall any waiver constitute
<br />a continuing waiver unless 'dhe writing so specifies.
<br />18. TERrYIINATION
<br />This Agreement may be terminated by the City rghon thirty (30) days written notice oftennination.
<br />Iit such event, Contractor shall be entitled to receive and the City shall pay Contractor compenssttion fbr
<br />till services perrormed by Contractorprior to receipt ofsuch notice of termination, subject to the following
<br />conditions:
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