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<br />To Consultant:
<br />City Attorney
<br />City of Anaheim
<br />200 South Anaheim Boulevard, 3' Floor
<br />Anaheim, California 92806
<br />Fax 714-765-5123
<br />Terminal Video Listing, Inc, ('TVL")
<br />8309 32nd Avenue NW
<br />Seattle, WA 981174-3922
<br />A party may change its address by giving notice In writing to the other parties. Thereafter, any
<br />communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be
<br />effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly
<br />registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication shall
<br />be effective or deemed to have been given twenty-four (24) hours after the time, set forth on the transmission report
<br />issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City, Anaheim, and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In -the event0fa
<br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall
<br />prevail. This Agreement may not be modified except bywritten signed by the City, Anaheim, and by an
<br />authorized representative of Consultant, The parties agree that any terms or conditions of any purchase order or
<br />other instrument that are Inconsistent with, or In addition to, the terms and conditions hereof, shall not bind or
<br />obligate Consultant, City, or Anaheim, Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are riot embodied herein.
<br />I& ASSIGNMENT
<br />Inasmuch as this Agreement Is Intended to secure the specialized services Of Consultant, Consultant may
<br />riot assign, transfer, delegate, orsubcontract any Interest herein without the prior written consent of the City and
<br />Anaheim and any such assignment, transfer, delegation or subcontract without the City and Anaheim's prior written
<br />consent shall be considered null and void, Nothing in this Agreement shat[ be construed to limit the City or
<br />Anaheim's ability to have any of the services which are the subject to this Agreement performed by City personnel,
<br />Anaheim personnel, or by other consultants retained by City or Anaheim.
<br />11C TERMINATION
<br />This Agreement may be terminated by the City and by Anaheim upon thirty (30) days written notice of
<br />termination, In such event, Consultant shall be entitled to receive and the City and Anaheim shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice, of termination, sobjertto the
<br />following conditions:
<br />a. As a condition of such payment, City and/or Anaheim may require Consultant to deliver to the
<br />City or Anaheim all work product completed as of such date, and in such case such work product
<br />shall be the property of the City or Anaheim unless prohibited by law, and Consultant contents to
<br />the City and Anaheim's use thereof for such purposes as the City and/or Anaheim deem
<br />appropriate.
<br />b. Payment need aiot be made for work which fails to meet the standard of performance specified in
<br />the Recitals of this Agreement.
<br />c. UASI grant funds will be used to pay for this Agreement and Contractor understands that if grant
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