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and: City Attorney
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-29)
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />telefacsimile (714) 647-5635
<br />To Consultant: John Kaliski AIA
<br />3780 Wilshire Boulevard, Suite 300
<br />Los Angeles, California 90010
<br />Telefacsimile (213) 383-7981
<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, any notice, tender, demand, delivery, or other communication
<br />shall be effective or deemed to have been given three (3) days after it has been deposited in the
<br />United States mail, duly registered or certified, with postage prepaid, and addressed as set forth
<br />above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication
<br />shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on
<br />the 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 />IL 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
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
<br />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,
<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.
<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
<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. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City 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:
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