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11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests <br />and shall not have interests, direct or indirect, that would conflict in any manner with performance <br />of services specified under this Agreement. <br />12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />Facsimile (714) 647-6956 <br />Courtesy Copy: 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 />Facsimile (714) 647-6515 <br />To Attorneys: Attention: Mark Austin, Partner <br />Stephen McEwen, Partner <br />Burke, Williams & Sorensen, LLP <br />18300 Von Karman Avenue, Suite 650 <br />Irvine, CA 92612 <br />Facsimile: 949-863-3363 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the <br />new address. If sent by mail, communication shall be effective or deemed to have been given three <br />(3) days after it has been deposited in the United States mail, duly registered or certified, with <br />postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall <br />be effective or deemed to have been given twenty-four (24) hours after the time set forth on the <br />transmission report issued by the transmitting facsimile machine, addressed as set forth above. For <br />purposes of calculating these time frames, weekends, federal, state, County or City holidays shall <br />be excluded. <br />13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and <br />exclusive statement between the City and Attorneys, and supersedes any and all other agreements, <br />oral or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms 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 Attorneys. The parties agree that any terms or conditions of any purchase order or other <br />6 <br />