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To Consultant: Consultant Name <br />Consultant Address <br />Consultant Contact <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 addressed <br />as set forth above. If sent by fax, communication shall be effective or deemed to have been given <br />twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting <br />facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, <br />weekends, federal, state, County or City holidays shall be excluded. <br />14. 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 or <br />written, between the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of Consultant. The <br />parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the <br />City. Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, <br />which are not embodied herein. <br />15. ASSIGNMENT <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 of the City and any such assignment, transfer, delegation or subcontract without the <br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the City's ability to have any of the services which are the subject to this Agreement <br />performed by City personnel or by other Consultants retained by City. <br />16. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the <br />party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy <br />shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall <br />any waiver constitute a continuing waiver unless the writing so specifies. <br />City of Santa Ana RFP 23-028 Page A2-6 <br />