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Santa Ana, California 92702
<br />racsirnile (714) 647.6515
<br />To Attorney: Charles E, McClung, Jr.
<br />580 Broadway, Ste. 215
<br />Laguna Beach, CA 92651
<br />A party may change its address by giving notice in writing to the other party. 'Thereafter, any
<br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to
<br />the new address. If sent by mail, communication shall be effective or deemed to have been given
<br />three (3) days after it has been deposited in the united States mail, duly registered or certified,
<br />with postage prepaid, and addressed as set forth above, If sent by telefaesimile, communication
<br />shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on
<br />the transmission repot issued by the transmitting facsimile machine, addressed as set forth
<br />above. I*or purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />13. QCLIISIVTTY AND AM12N13 v1EN'IThis Agreement represents the complete and
<br />exclusive statement between the City and Attorney, and supersedes any and all other agreements,
<br />oral or written, between the parties. In the event of a conflict between the terms of this
<br />Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
<br />Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of Attorney, The panties 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 Attorney or the City. Each. party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
<br />have been made by any party, or anyone acting on behalf of any parties, which are not embodied
<br />herein.
<br />14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized
<br />services of Attorney, Attorney may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the City and any such assignment, transfer, delegation
<br />or subcontract without the City's prior written consent shall be considered null and void.
<br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the
<br />services which are the subject of this Agreement performed by City personnel or by other
<br />Attorney retained by City.
<br />15, TERMINATION This Agreement may be terminated by City at any time. In such event,
<br />Attorney shall be entitled to receive and the City shall pay Attorney compensation for all services
<br />perfbrnned by Attorney prior to receipt of such notice of termination. As a condition of such
<br />payment,. Attorney shall deliver to the City all files and records generated under this Agreement as
<br />of such date,
<br />Attorney may terminate this agreement, subject to his obligation to provide written reasonable
<br />notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to
<br />secure new counsel as quickly as possible and to cooperate fully in the substitution of the new
<br />counsel as counsel of record in in the Actions.
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