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and City Attomey City of Santa Ana 20 Civic Center Plaza (M-29) PO. Box 1988 Santa Ana, Caliiornia 92702 telefacsimile (714) 647-6515 To Consultant: Gene Slater, Chairman CSG Advisors, Inc. I Post Street Suite 2130 San Francisco, CA 94104 Tclefacsimile (415) 956-2875 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. Ifsent by mail, conununication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or ccrtified, with postage prcpaid, and addressed as set forth ahove. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City hohdays shall be excluded. 10, EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. Tn the event of a conflict between the terms of this Agreement and any attachments hereto, the tenns of this Agreement shall prevail. This Agreement may not he modified except by written instrument signed by the City and hy an authorized representative of Consultant. The parties agree that any tenns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, lIrat terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or othcrwise, have been made hy any party, or anyone acting on hehalfofany party, which are not emhodied herein. 1 L ASSIGNMENT Inasmuch as this Agreement is intended to secure the speeializcd services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be eonstmed to limit the City's ability to have any of the services which are the subject to this Agreement pertormed by City personnel or by other consultants retained by City. 5