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To Consultant: Newcomb Anderson McCormick, Inc,
<br />1115 W. Sunset Blvd, Suite 805
<br />Los Angeles, CA 90012
<br />Attn: John M. Newcomb, Principal
<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,
<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 fax, communication shall be effective or deemed to have
<br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the
<br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
<br />time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />13. 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 terms of this Agreement
<br />and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Consultant. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are not embodied herein,
<br />14. 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 />15. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed
<br />by the party waiving the breach, failure, right or remedy, No waiver of any breach, failure or
<br />right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether
<br />or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
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