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Courtesy Copy: <br />To Attorneys: <br />Facsimile (714)647-6956 <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O.Box 1988 <br />Santa Ana,California 92702 <br />Facsimile (714)647-6515 <br />Goldfarb &Lipman LLP <br />Attn:Karen M.Tiedemann,Partner <br />1300 Clay Street,Eleventh Floor <br />City Center Plaza <br />Oakland,CA 94612 <br />A party may change its address by giving notice in writing to the other party.Thereafter, <br />any notice,tender,demand,delivery,or other communication shall be addressed and transmitted <br />to the new address.If sent by mail,communication shall be effective or deemed to have been <br />given three (3)days after it has been deposited in the United States mail,duly registered or <br />certified,with postage prepaid,and addressed as set forth above.If sent by facsimile, <br />communication·shall be effective or deemed to have been given twenty-four (24)hours after the <br />time set forth on the transmission report issued by the transmitting facsimile machine,addressed <br />as set forth above.For purposes of calculating these time frames,weekends,federal,state,County <br />or City 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.ln the event of a conflict between the tenns of this Agreement <br />and any attachments hereto,the terms of this Agreement shall prevail.This Agreement may not <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 services <br />of Attorneys,Attorneys may not assign,transfer,delegate,or subcontract any interest herein <br />without the prior written consent of the City and any such assignment,transfer,delegation or <br />subcontract without the City's prior written consent shall be considered null and void.Nothing in <br />this Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject of this Agreement performed by City personnel or by other Attorneys retained by City. <br />15.TERMINATION This Agreement may be terminated by City at any time.In such event, <br />Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services <br />6