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To Consultant: Specialty Environments Co., Inc., <br /> 2520 S. Broadway St. <br /> Santa Ana, CA 92707 <br /> Attn: Jennifer Anderson <br /> Telefacsimile: 714-43 8-1005 <br /> A party may change its address by giving notice in writing to the other pazty. Thereafter, <br /> any communication shall be addressed and transmitted to the new address. If sent by mail, <br /> communication shall be effective or deemed to have been given three (3) days after it has been <br /> deposited in the United States mail, duly registered or certified, with postage prepaid, and <br /> addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br /> deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br /> <br /> report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br /> of calculating these time frames, weekends, federal, state, County or City holidays shall be <br /> excluded. <br /> 10. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br /> <br /> the event of a conflict between the terms of this Agreement and any attachments hereto, the <br /> <br /> terms of this Agreement shall prevail. This Agreement may not be modified except by written <br /> instrument signed by the City and by an authorized representative of Consultant. The pazties <br /> agree that any teens or conditions of any purchase order or other instrument that aze inconsistent <br /> <br /> with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br /> <br /> the City. Each party to this Agreement acknowledges that no representations, inducements, <br /> <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> <br /> behalf of any party, which 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 subcontract 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 <br /> shall be construed to limit the City's ability to have any of the services which are the subject to <br /> this Agreement performed by City personnel or by other consultants retained by City. <br /> 12. TERMINATION <br /> This Agreement can be terminated by the City without cause with thirty (30) days prior <br /> written notice of termination. In such event, Consultant shall be entitled to receive and the City <br /> shall pay Consultant compensation for all services performed by Consultant prior to receipt of such <br /> notice of termination, subject to the following conditions: <br /> 5 <br /> <br />