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<br />Santa Ana, California 92702
<br />telefacsimile (714) 647-6515
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<br />To Consultant:
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<br />Transportation Studies, Inc.
<br />1350 Reynolds Avenue, Suite 115
<br />Irvine, California 92614
<br />Telefacsimile 949-852-8441
<br />Attn: Craig Shick
<br />
<br />A party may change its address by giving notice in writing to the other party. Thereafter,
<br />communication shall be addressed and transmitted to the new address. If sent by mail,
<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 telefacsimile, communication shall be effective or
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
<br />of calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
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<br />10. DELIVERY OF WORK PRODUCT
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<br />Consultant shall deliver to City all work product which results from the services
<br />provided. Said work product shall be submitted in a hard copy and produced in a form
<br />compatible with City's computer system, as agreed between the Project Manager and Consultant.
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<br />In regard to copyrightable material produced as a deliverable under this Agreement,
<br />including but not limited to books, reports, plans, photographs, drawings, films, recordings,
<br />videotapes, and computer programs, Consultant agrees, for itself and its affected officers,
<br />employees, agents, contractors, and volunteer workers, that (a) other such material may not be
<br />copyrighted without prior review from the City, and (b) the authors of all such material, whether
<br />copyrighted or not, award to the City, and to its officers, agents and employees acting within the
<br />scope of their official duties, as a condition of payment to the Consultant, a royalty-free,
<br />nonexclusive, irrevocable license throughout the world for governmental purposes to disclose,
<br />publish, translate, reproduce, and use such materials.
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<br />11. EXCLUSIVITY AND AMENDMENT
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<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 th is 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,
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