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To Consultant: Westbound Communications <br />Rick Miltenberger <br />625 The City Drive, Suite 360 <br />Orange, CA 92868 <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, communication <br />shall be effective or deemed to have bee given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent <br />by telefacsimile, 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 forth above. For purposes of calculating these time frames, weekends, federal, state, <br />County or City holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <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 the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br />terms 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, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party which are not <br />embodied herein. <br />12. ASSIGNMENT <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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to 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 />13. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to <br />the City all work product completed as of such date, and in such case such work product shall be the <br />1 U