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To Consultant:
<br />ProActive, Consulting Group, LLC
<br />15235 Springdale Street
<br />Huntington Beach, CA 92649
<br />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, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />Fax, cornmuni cation shall be effective or deemed to have been given twenty-four (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 />12. EXCLUSIVITY AND AMENDMEINT
<br />This Agreement represents the complete and exclusive statement between the City -and Consultant
<br />regarding the sub, cct 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 this Agreement shall. prevail. This Agreement njay not be modified except by written instrument
<br />signed by the City and by an authorized representative of Consultant, The parties agree that any terms or
<br />conditions of any purcliase order or other instrument that are inconsistent with, or in addition to, the. terms
<br />and conditions hereof, shall not bind or obligate Consultant or the City. Each patty to this Agreement
<br />acknowledge's that 11.0 represtlitations, inducements, promises or agmements, orally or otherwise, have been.
<br />made by arty party, or anyone acting on behalf of any party, which are not embodied herein,
<br />13e 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 assi&mment, 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 the
<br />City's iibility 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 />14, TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of ten-nination.
<br />In such. event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for
<br />all service,,, perfori-red by Consultant prior to receipt of such -notice of terrnination, subject to the following
<br />conditiona:
<br />a. As a condition of such payment, City may require Consultant to deliver to the City all work
<br />product completed as of such date, and in such case such work: product shall be the property
<br />of the City untess prohibited by law, and Consultant consents to the City's use thereof for
<br />such purposes as the City deems appropriate.
<br />b Payjncn.t need not be made for work that fails to rrwet the standard of performance
<br />specified in the Recitals of this Agrw-,menL
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