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Santa Ana, California 92701 <br />telefacsimile (714) 565-2602 <br />To Consultant: <br />Orange County Conservation Corps <br />700 N. Valley Street <br />Anaheim, California 92801 <br />A party may change its address by giving notice in writing to the other party. <br />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, <br />demand, delivery, or other communication shall be effective or deemed to have been <br />given three (3) days after it has been deposited in the United States mail, duly <br />registered or certified, with postage prepaid, and addressed as set forth above. If sent <br />by telefacsimile, any notice, tender, demand, delivery, or other communication shall be <br />effective or deemed to have been given twenty-four (24) hours after the time set forth on <br />the transmission report issued by the transmitting facsimile machine, addressed as set <br />forth above. For purposes of calculating these time frames, weekends, federal, state, <br />County or City holidays shall be excluded. <br />12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the <br />City and Consultant, and supersedes any and all other agreements, oral or written, <br />between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may <br />not be modified except by written instrument signed by the City and by an authorized <br />representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />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 />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered <br />null and void. Nothing in this Agreement shall be construed to limit the City's ability to <br />have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />Page 6 of 9 <br />