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P.O. Box 1988 <br />Santa Ana, California 92702 <br />Telefacshmile (714) 647-6515 <br />To Consultant: <br />RTKL Associates, Inc. <br />333 S. Hope Street, C-200 <br />Los Angeles, CA 90071 <br />Attn: Cody Clark, Associate Vice President <br />Telefacsimile (213) 633-6060 <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 tluee (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 purposes of calculating these time frames, weekends, federal, <br />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 <br />Consultant regarding the subject matter herein and supersedes any and all other agreements, oral <br />or written, between the parties. hr the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized representative <br />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, that terms and conditions hereof, shall not <br />bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on 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 />Consrthant 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 <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Consultants retained by City. <br />