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(9) <br />Mihn Thai <br />Executive Director <br />Planning and Building Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-20) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />To Consultant: <br />First & Last Name <br />Title <br />Consultant Firm Name <br />Address <br />City, State, Zip <br />RINVigo] MITI LINrfflanel <br />City Attorney's Office <br />City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <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. <br />12. EXCLUSIVITY AND AMENDMENT <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. <br />13. ASSIGNMENT <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. <br />RFP No. 20-043 FOR SCANNING, DIGIT2I6023DEXING SERVICES Page 19 of31 <br />