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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 newaddress. If sent by mail, cornrnunication <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 shrill 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 tirneftames, weekends, federal, state, County or City holidays <br />shrill be excluded, <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or <br />written, between the parties, ht the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement. shall prevail. This Agroement may not be modified except <br />by written instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or <br />in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party <br />to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />15. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Conhactor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein 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 null andvoid. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreeruent performed by City <br />personnel or by other Consultants retained by City. <br />lb. 'WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shal I be deemed <br />a waiver of any other breach, failure, right or remedy, whether or not similar„ nor shall any waiver <br />constitute a continuing waiver unless the writing so specifies.. <br />17, TERMINATION <br />This Agreement ntay be terminated by the City upon thirty (30)days written notice of termination. <br />fi such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for <br />al I services perfbrmed by Conti-actorpriorto receipt of such notice of termination, subject to the following <br />conditions; <br />Page 7 of 9 <br />