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<br /> <br /> <br /> <br /> <br /> <br /> Telefacsimile (714) 245-8098 <br /> Attn: Brad Hadley <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 /> Telefacsimile (714) 647-6515 <br /> <br /> To Consultant: Government Training Institute <br /> Research Training Consult <br /> 25 E. Fairview Ave., Suite #215A <br /> Meridian, ID 83642 <br /> Telephone (866) 938-5510 <br /> A party may change its address by giving notice in writing to the other parry. 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 /> <br /> 11. EXCLUSIVITY AND AMENDMENT <br /> <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, that terms and conditions hereof, shall not bind or obligate Consultant nor <br /> the City. Each party to this Agreement acknowledges that no representations, inducements, <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> behalf of 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 /> the City's prior written consent shall be considered null and void. Nothing in this Agreement <br /> shall be construed to limit the City's ability to have any of the services which are the subject to <br /> this Agreement performed by City personnel or by other consultants retained by City. <br /> <br /> <br /> Page 5 of 10 <br /> <br /> 25G-7 <br />