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<br />""'"
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<br />.....I
<br />
<br />Denah H. Yoshiyama
<br />Assistant 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) 647-6515
<br />
<br />To Consultant:
<br />
<br />Dr. David Hartl, President
<br />General Learning Climates, Inc.
<br />180 E. Main Street, Suite 240
<br />Tustin, California 92780
<br />
<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
<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
<br />addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other 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 pwposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
<br />
<br />10. EXCLUSIVITY AND AMENDMENT
<br />
<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 />t.'1e event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms 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, that 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 />
<br />11. ASSIGNMENT
<br />
<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 ofthe City and any such assignment, transfer, delegation or subcontract without
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