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15644 Palomino Drive <br />Chino Hills, California 91709 <br />Fax number (909) 606-6469 <br />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 new address. If sent by mail, any <br />communication shall be effective or deemed to have been given three (3) clays 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 />report issued by the transmitting fax machine, addressed as set forth above, For purposes of <br />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 />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto including <br />the Request for Proposal referenced herein, the terms of this Agreement shall prevail. This <br />Agreement may not be modified except by written instnunent signed by the City and by an <br />authorized representative of Contractor. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br />11. ASSIGNMENT <br />Inasmuoh 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 <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 perfonned by City personnel or by other Contractors retained by City. <br />12, TERMINATION <br />This Agreement may be terminated by either party upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice <br />of termination, subject to the following conditions: <br />I <br />. As a condition of such payment, the Chief of Police may require Consultant to <br />deliver to the City all work product completed as of such date, and in such case <br />