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To Consultant: <br /> <br />KIA Consulting, Inc. <br />1230 N. Jefferson Street, Suite J <br />Anaheim, California <br /> <br />Attn: Farideh Kia <br /> <br /> A party may change its address by giving notice in writing to the other <br />party. Thereafter, any notice, tender, demand, delivery, or other communication shall be <br />addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, <br />delivery, or other communication shall be effective or deemed to have been given three (3) days <br />after it has been deposited in the United States mail, duly registered or certified, with postage <br />prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, <br />delivery, or other communication shall be effective or deemed to have been given twenty-four <br />(24) hours after the time set forth on the transmission report issued by the transmitting facsimile <br />machine, addressed as set forth above. For proposes of calculating these time frames, weekends, <br />federal, state, County or City holidays shall be excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br /> This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <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 /> <br />12. TERMINATION <br /> <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br /> <br /> <br />