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With courtesy copies to: <br />Executive Director, Human Resources <br />Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-24) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />To Contractor: <br />Maria Chilcote <br />Managing Partner <br />The Training Clinic <br />1198 Pacific Coast Highway, Suite D364 <br />Seal Beach, California 90740 <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <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 fax, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />time frames, weekends, federal, state, County or City holidays shall be excluded. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. The Agreement is the final and complete agreement and any prior or <br />contemporaneous agreements for similar services between the parties is superseded <br />by this Agreement. This shall not apply where the Parties are currently engaged <br />and Consultant is providing services not contemplated by this Agreement. <br />C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />d. This Agreement may be signed in counterparts and using electronic signature. All <br />counterparts may be compiled to form one fully executed Agreement. <br />Page 7 of 7 <br />#191310v2 <br />