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EXHIBIT 2
<br />Tt.isfin,.CA .92780
<br />Aftn:Afichael Busch, CFO
<br />Party may change its Address by.giving notice in writing to the other party. Thereafter,
<br />any communication shfdl.be addressed. and trans
<br />nutted to Ilia,* new address. If sent. by ma,
<br />communication shall .b,eeffective or:de edto)iav n three 3 hays after it **
<br />. em ... ... , e,been. give ( ) da hhs.been
<br />deposited in the Wiijteq. hates mail, duty registered or certified, with post prepaid, :and
<br />duty
<br />registered
<br />490
<br />addressed as set forth above.. If sentby communication shall be 4ective. or deemed to have
<br />been given "twenty-four (24) hours after the time set forth on.the transmissi
<br />.. .. I . .- . on report -issued by the
<br />U--itsMfttirigfacsimile mAPhine,addressed -ass.d.'forth.,above: For purposes of calculating these
<br />timeozimes, we4onds, federal, Skate',County Or 0-ityliolidays shalt be excluded.
<br />13. EXCLU.S.IVITYANDAMENDMENT
<br />This Agreement: represents the complete and exclusive statement between the City and
<br />Consultant regarding wthe. subject matter her 'cm, y and al andsupersedesam
<br />or. written; w I other. Agreements, oral
<br />. , between the parties. In the event of a conflict between the terms Of this Agreement and
<br />any at.tgetiments hereto, the terms of thi.sAgreemmi shiill prevail. -This.Agreemont may -not be
<br />modified except by written instrument signed by the City and by an authorized represpniative of
<br />Coinsultant. The parties agree that any terms or.conditions of any purchas .ordero offie r r
<br />instrument that..�are inconsistent Wnt mnh, or in.addition to the termsI .ah and condition . s hereof;shall not
<br />onsis
<br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges -.that no
<br />representations inducements . . , promises or agroements, orally or otherwise, have been madeby any
<br />party, or anyone acting on. behalf of any party, which. arerzipt.mb9died herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is: intended to secure the specialized services of Consultant,
<br />Consultant may.not assign;
<br />si transfer, delegate, or subepp#act-any interest p herein without the r, e prior
<br />written consent of the City and any such assignment, transfer, de c ati I, S.. ono -sr ubcontract without
<br />the City!&priorwritten,consentshO be considered null: and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability, to bave.imy. of the services which are . the subject to this
<br />Agreement performed by City personnel or byother 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 A
<br />, greenitnt shall be effective unless it is in writing and signed by
<br />the partywavin
<br />. i. .. g the ,breach, fidlure, right or. remedy. No waiver of any brea6h, failure.ofilght, of
<br />remedy shot be deemed a waiver of any other breach, Addine, right or -remedy, -whether or not
<br />similar, nor shall. any waiver constitute it continuing waiver unless the wrirmg-qo specifies.
<br />16.. TERMINATION
<br />This. Agreement may be terminated by the Cityupotn thirty (30).days written notice of
<br />lermination.
<br />x 6 of8
<br />25 -12
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