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City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CaliJornia 92702 telefacsimile (714) 647-6515 To Consultant: Masters Electric 11651 Stcrling Avenue #H Riverside, California 92501 telefacsimile 951-785-5284 Attn: Rejean Royer A party may change its address by giving noticc in writing to the other pmty. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. Ifscnt by mail, any notice, tender, demand, delivery, or olher commlmication 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 certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other 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 thcsc timc frames, weekends, federal, state, County or City holidays shall be excludcd. 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, betwccn thc parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreemcnt may not be modified except by written instrwllent signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducemcnts, promiscs or agreements, orally or otherwise, have been made by any party, or anyonc acting on bchalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agrcement is intended to secure the specialized 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 5