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With courtesy copies to: To Contractor; Francisco Guttierez .Executive Director Finanoe and Management Services Agency City of Santa Ana 20 Civic Center Plaza M-27 P.O. Box 1988 Santa Ana, California 92702 Walker Parking Consultants 606 South Olive Street, Suite 1100 Los Angeles, CA 90014 Attn: Steffen Turoff, Director, Planning Studies City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed asset forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report: issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, Comity or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or writton, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The patties agree that any terns or conditions of any purchase order or other instrmient that are inconsistent with, or in addition to, the torms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herehr without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to lhni.t the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 256-7