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To Consultant: <br />Fred Mousavipour, Exec. <br />Director Public Works <br />City Attorney <br />Agency <br />City Attorney's Office <br />City of Santa Ana <br />City of Santa Ana <br />20 Civic Center Plaza (M -43) <br />20 Civic Center Plaza (M -29) <br />P.O. Box 1988 <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Santa Ana, California 92702 <br />Fax 714- 647 -5635 <br />Fax 714- 647 -6515 <br />Transportation Studies, Inc <br />Patti A. Tolten <br />2640 Walnut Avenue, Suite H <br />Tustin, CA 92780 <br />Fax No. 714- 508 -3602 <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, communication <br />shall be effective or deemed to have been 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 by <br />fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time <br />set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth <br />above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays <br />shall be excluded. <br />13. 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 terns 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 purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate Consultant or 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 <br />on behalf of any party, which are not embodied herein. <br />14. 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 the <br />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 />15. TERMINATIiON <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. <br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for <br />all services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />25A -19 <br />