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<br /> <br /> <br /> <br /> <br /> And: City Attorney <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-29) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702 <br /> <br /> To Consultant: Westbound Communications <br /> Rick Miltenberger <br /> 625 The City Drive, Suite 360 <br /> Orange, CA 92868 <br /> <br /> A party may change its address by giving notice in writing to the other party. Thereafter, <br /> communication shall be addressed and transmitted to the new address. If sent by mail, communication <br /> shall be effective or deemed to have bee given three (3) days after it has been deposited in the United <br /> States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent <br /> by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours <br /> after the time set forth on the transmission report issued by the transmitting facsimile machine, <br /> addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, <br /> County or City holidays shall be excluded. <br /> 11. EXCLUSIVITY AND AMENDMENT <br /> <br /> This Agreement represents the complete and exclusive statement between the City <br /> and Consultant, and supersedes any and all other agreements, oral or written, between the parties. <br /> In 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, <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 /> <br /> 12. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of <br /> Consultant, Consultant 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 <br /> in this Agreement shall be construed to limit the City's ability to have any of the services which <br /> are the subject to this Agreement performed by City personnel or by other consultants retained <br /> by City. <br /> <br /> 13. TERMINATION <br /> <br /> This Agreement may be terminated by either party upon thirty (30) days written notice of <br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay <br /> Consultant compensation for all services performed by Consultant prior to receipt of such notice <br /> of termination, subject to the following conditions: <br /> 5 <br /> <br /> 25C-7 <br />