WHITE NELSON DIEHL EVANS LLP (2)

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P.O. Box 1988 Santa Ana, California 92702 Fax:714.647-5414 To Auditor: White Nelson Diehl Evans LLP Certified Public Accountants and Consultants Attn: Nitin Patel 2875 Michelle Drive, Suite 300 Irvine, CA 92606-5165 Fax:714-795-5382 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such autbority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the fimil and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Auditor is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signature page follows] Page 8 of 9 #27965v2