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<br />Santa Ana, California 92705
<br />Telefacsimile (714) 505-8718
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<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, demand,
<br />delivery, or other communication 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, any notice,
<br />tender, demand, delivery, or other communication shall be effective or deemed to have
<br />been given twenty-four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excl uded.
<br />10. EXCLUSIVITY AND AMENDMENT
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<br />This Agreement represents the complete and exclusive statement between the City
<br />and Consultant, and supersedes any and all other agreements, oral or written, between the
<br />parties. In the event of a conflict between the terms of this Agreement and any
<br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
<br />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 this
<br />Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party,
<br />which are not embodied herein.
<br />11. ASSIGNMENT
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<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 ofthe City and any such assignment, transfer,
<br />delegation or subcontract without the City's prior written consent shall be considered null
<br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have
<br />any ofthe services which are the subject to this Agreement performed by City personnel or
<br />by other consultants retained by City.
<br />12. TERMINATION
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<br />This Agreement may be terminated by the City upon thirty (30) days written notice
<br />of termination. In such event, Consultant shall be entitled to receive and the City shall pay
<br />Consultant compensation for all services performed by Consultant prior to receipt of such
<br />notice of termination, subject to the following conditions:
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<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product completed as of such date, and in such case such work
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