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To Consultant: <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M -29) <br />P.O. Box 1986 <br />Santa Ana, California 92702 <br />Fax 714- 647 -6515 <br />Patrick Mahoney <br />2200 E. Via Burton Street <br />Anaheim, CA 92806 <br />Fax 714 - 956.3745 <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 mall, <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 fax, communication shall be effective or deemed to <br />have been aivan twentv -four (241 hours affar tha tlma cat forth n„ tha fro nemiceinn ronr.r4 Imo.,, —. <br />caicuiating these time trames, weekends, federal, state, County or City holidays shall be <br />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. <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 <br />Inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />Consultant or the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting an behalf of any party, which are not embodied herein. <br />13. 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 in <br />this Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject to this Agreement performed by City personnel or by other consultants retained by <br />City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />25B -9 <br />