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P.O. Box 1988 <br />Santa Ana, California 92702 <br />Facsimile (714) 647-6515 <br />To Attorneys: Cristina Talley, Esq <br />Talley & Talley Law, APC <br />23461 South Pointe Drive, Suite 130 <br />Laguna Hills, CA 92653 <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 the <br />new address. If sent by mail, communication shall be effective or deemed to have been given three <br />(3) days after it has been deposited in the United States mail, duly registered or certified, with <br />postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall <br />be effective or deemed to have been given twenty-four (24) hours after the time set forth on the <br />transmission report issued by the transmitting facsimile machine, addressed as set forth above. For <br />purposes of calculating these time frames, weekends, federal, state, County or City holidays shall <br />be excluded. <br />13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and <br />exclusive statement between the City and Attorneys, 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 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 Attorneys. 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 Attorneys or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any parties, which are not embodied herein. <br />14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services <br />of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. Nothing in <br />this Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject of this Agreement performed by City personnel or by other Attorneys retained by City. <br />15. TERMINATION This Agreement may be terminated by City at any time. In such event, <br />Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services <br />performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, <br />Attorneys shall deliver to the City all files and records generated under this Agreement as of such <br />date. <br />Attorneys may terminate this agreement, subject to their obligation to provide written reasonable <br />notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to <br />25A-54 <br />