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To Consultant: William S. Morgan <br />White Nelson Diehl Evans LLP <br />2121 Alton Parkway, Ste, 100 <br />Irvine, CA, 92606 -4906 <br />telefacsimile (714) 795 -5396 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <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 addressed <br />as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been <br />given twenty -four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time <br />frames, weekends, federal, state, 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 Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. <br />This Agreement may not be 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 proposal or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any parties, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the <br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to <br />have any of the services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br />13. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of termination, in <br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all <br />services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a, As a condition of such payment, the Executive Director may require Consultant to deliver to the City <br />all work products completed as of such date, and in such case such work product shall be the property of the <br />City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City <br />deems appropriate. 25D -13 <br />