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A party may change its address by giving notice in writing to the other party. <br />Thereafter, any communication shall be addressed and transmitted to the new address, If sent by <br />mail, communication shall be effective or deemed to have been given three (3) days after it has <br />been deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours atter the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addresses) as set forth above, For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded, <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties, In the event of a conflict between the terns of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede <br />existing Agreement. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, <br />the terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />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 suboomract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void, Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services, which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City, <br />12. TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice of <br />termination to the Consultant. <br />a. In the event that this Agreement is termination, the City may require Consultant to <br />deliver to the City all the work product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Consultant consents to the <br />City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />