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<br />To Consultant: <br /> <br />Medical Center of Santa Ana <br />2222 S. Main Street <br />Santa Ana, California 92707 <br />Tclefacsimilc (714) 751-9050 <br /> <br />Attn: Luis E. Rivera <br /> <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 I !nited States mai I, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefaesimile, communication shall he effective or <br />deemed to have been given twenty-four (24) hours aHer the time set Jorth un the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time trames, weekends, federal, state. COllnty or City holidays shall be <br />excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or \vrittcn, bct\vccn the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />lerms ufthis Agreement shall prevail. This Agreement may not be mudilied except by written <br />instrument signed by the eil}' and by an authorized representative of Consultant. The paIiies <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />\vith, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknowledges that no representations, induccments, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting all <br />behalf of any pmty, which are not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <br />Inasmu\:h as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any intcrest herein without the prior <br />""Titten consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior writtcn consent shall be considered null and void, Nothing in this Agreement <br />shall be constmed to limit the City's ability to have any of the services which are the subject to <br />this Agreement perlormed by City persunnd or by uther cunsultants retained by City. <br /> <br />12. TERMINA nON <br /> <br />This Agreement may he terminated hy the City upon thirty (30) days wTitten notice of <br />tcrmination. In such cvent. Consultant shall be entitled tu receive and the City shall pay Consultant <br />compensation for all setvices performed by Consultant prior to receipt of such notice of termination, <br />subject to the following conditions: <br /> <br />5 <br />