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<br />Santa Ana, California 92702 <br />T elefacsimile (714) 647-6515 <br /> <br />To Consultant: <br /> <br />A TS Communications <br />22651 Lambert Street, Suite 101A <br />Lake Forest, California 92630 <br />Telefacsimile (949) 768-6984 <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted <br />to the new address. If sent by mail, shall be effective or deemed to have been given three (3) <br />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. <br />For purposes of calculating these time frames, weekends, federal, state, County or City holidays <br />shall be excluded. <br /> <br />10. ENTIRE AGREEMENT <br /> <br />This Agreement represents the complete and total 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 or <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 is 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. In granting or denying such <br />approval, the City shall consider the professional, technical and financial ability ofthe assignee <br />to perform the services required ofthe Consultant. Notwithstanding the foregoing, (i) Consultant <br />may assign, hypothecate, and/or factor the Consultant Lease Fees for the purpose of financing <br />Consultant's business without the consent of the City provided that any terms of such <br />assignments shall not in any way affect or restrict the City's rights and obligations regarding <br />payment ofthe Consultant Lease Fees, and, (ii) Consultant may use assistants, sub-contractors <br />and sub-consultants, under its direct supervision to perform some of the services under this <br />Agreement subject to reasonable approval by the Statr Contact and at Consultants own cost. <br /> <br />7 <br />