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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, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />fax, communication 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 />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor
<br />regarding the subject 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 may 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 purchase order or other instrument that are inconsistent with, or in addition to, the terms
<br />and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<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 and void. Nothing in this Agreement shall be construed to limit the
<br />City's ability 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 />13. WAIVER
<br />No waiver of a 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, right, or remedy shall be deemed a
<br />waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute
<br />a continuing waiver unless the writing so specifies.
<br />14. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for
<br />all services performed by Contractor prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, City may require Contractor 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 unless prohibited by law, and Contractor consents to the City's use thereof for
<br />such purposes as the City deems appropriate.
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