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and 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 />telefacsimile (714) 647-6515 <br />To Consultant: Kimley-Horn and Associates, Inc. <br />765 The City Drive, Suite 400 <br />Orange, CA 92868 <br />Name Serine Ciandella, AICD <br />Its Vice President <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 United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of <br />calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any proposal or other instrument that are inconsistent with, <br />or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the <br />City. Each party to this Agreement acknowledges that no representations, inducements, promises <br />or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of <br />any party, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />5 <br />