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CITY OF SANTA ANA
<br />RFP No. 20-160 BOND AND VALIDATION COUNCEL SERVICES Page 18 of 26
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<br />To Consultant:
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<br />A party may change its address by giving notice in writing to the other party. Thereafter, any communication
<br />shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or
<br />deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or
<br />certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective
<br />or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by
<br />the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,
<br />weekends, federal, state, County or City holidays shall be excluded.
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<br />12. EXCLUSIVITY AND AMENDMENT
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<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
<br />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 obligate
<br />Consultant or 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 behalf of any
<br />party, which is not embodied herein.
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<br />13. ASSIGNMENT
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<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of
<br />the services which are the subject to this Agreement performed by City personnel or by other consultants retained
<br />by City.
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<br />14. TERMINATION
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<br /> The City may, by written notice stating the extent and effective date, terminate any resulting
<br />order for convenience in whole or in part, at any time prior to the sale of bonds. The City shall NOT
<br />pay the Firm any compensation for work performed prior such termination, except for validation-
<br />related expenses. In no event shall the City be liable for any loss of profits on the resulting order or
<br />portion thereof so terminated.
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<br />15. NONDISCRIMINATION
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<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />First & Last Name
<br />Title
<br />Consultant Firm Name
<br />Address
<br />City, State, Zip
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