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20 Civic Center Plaza (M-30) <br />P.O. BOX 1988 <br />Santa Ana, CA 92702-1988 <br />facsimile (714) 647-6956 <br />With courtesy copies to: <br />City Manager <br />City of Santa Ana <br />20 Civic Center Plaza (M-31) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />facsimile (714) 647-6954 <br />and <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 />To Consultant: Management Partners, Inc. <br />Ms. Jan Perkins <br />5 Park Plaza, Suite 1520 <br />Irvine, California 92614 <br />facsimile (949) <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 facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours after the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />12. 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 purchase order or other instrument that are inconsistent <br />with, 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, inducements,