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7 <br />Courtesy Copy: <br />To Attorneys: <br />Executive Director <br />Human Resources Department <br />City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Daphne M. Anneet, Partner <br />Burke, Williams & Sorensen LLP <br />444 South Flower St., Suite 2400 <br />Los Angeles, CA 90071-2953 <br />Email: DAnneet@bwslaw.com <br />Fax: (951) 788-0100 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to <br />the new address. If sent by mail, communication shall be effective or deemed to have been given <br />three (3) days after it has been deposited in the United States mail, duly registered or certified, <br />with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication <br />shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on <br />the transmission report issued by the transmitting facsimile machine, addressed as set forth <br />above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />13.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and <br />exclusive statement between the City and Attorneys, and supersedes any and all other agreements, <br />oral or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may no t <br />be modified except by written instrument signed by the City and by an authorized representative <br />of Attorneys. 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 Attorneys 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 parties, which are not embodied herein. <br />14.ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized <br />services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, delegation <br />or subcontract without the City’s prior written consent shall be considered null and void. Nothing <br />in this Agreement shall be construed to limit the City’s ability to have any of the services which <br />are the subject of this Agreement performed by City personnel or by other Attorneys retained by <br />City. <br />15.TERMINATION This Agreement may be terminated by City at any time. In such <br />event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all <br />services performed by Attorneys prior to receipt of such notice of termination. As a condition of such