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mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City:City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa An4 CA92702-1988 Facsimile (7 I 4) 647 -6956 Courtesy Copy:City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, CA92702 Facsimile (7 14) 647 -651 5 To Attorneys:Graves & King LLP Attn: Victor J. Wear, Managing Partner 2280 Market Street, Ste. 320 Riverside, CA92501 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. If sent by mail, communication 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, communication shall be effective or deemed to have been given twenty-four Q$ hours after the time set forth on the transmission report issued by the transmiffing facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federalo state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or writteno between the 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 Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. 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 Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducementso promises or agreements, orally or otherwise, have been made by any pafty, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attomeys may not assign, transfer, delegate, or subcontract any interest herein without the prior wriffen consent of the City and any such assignment, transfer, delegation or 6 City Council 11 – 10 7/1/2025