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Fax 714- 647-6956 <br />Executive Director <br />Public Works Agency City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Fax 714-647-5635 <br />To Consultant: Johnson -Frank & Associates, Inc. <br />Attn: Alan D. Frank, President <br />5150 E. Hunter Ave. <br />Anaheim, CA 92807 <br />Fax: (714) 777-1641 <br />A parry 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 />timeframes, weekends, federal, state, County or City holidays shall be excluded. <br />17. 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. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />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 <br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br />18. SUBCONTRACTING <br />a. Nothing contained in this Agreement or otherwise, shall create any contractual <br />relation between City and any subconsultant(s), and no subcontract shall relieve <br />Consultant of its responsibilities and obligations hereunder. Consultant agrees to <br />be as fully responsible to City for the acts and omissions of its subconsultant(s) and <br />of persons either directly or indirectly employed by any of them as it is for the acts <br />and omissions of persons directly employed by Consultant. Consultant's obligation <br />to pay its subconsultant(s) is an independent obligation from City's obligation to <br />Page 11 of 19 <br />