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<br />Santa Ana, Califomia 92702
<br />telefacsimile (714) 647-6515
<br />
<br />To Consultant:
<br />
<br />ELA Global Dimensions, Inc.
<br />Cityview Office Plaza
<br />12399 Lewis Street, Suite 102
<br />Garden Grove, California 92840-4628
<br />telefacsimile (714) 703-2730
<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 ,hall be addressed and transmitted
<br />Lo the new address. If sent by mail, any notice, tender, demand, delivery, or other
<br />communication shall be effective or deemed to have been given three (3) days after it has been
<br />deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by tclefacsimilc, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set fOlth above. For purposes of calculating these time frames, weekends, federal,
<br />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 hy the City and hy 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 pmty 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.
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<br />11. ASSIGNMENT
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<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or ,uheontraet 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 mId 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. TERMINA nON
<br />
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />teImination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
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