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To CITY: Clerk of the City Council <br />City of Santa Ana <br />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 />and <br />To AUDITOR: <br />Executive Director of the Finance and Management Services Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-17) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />facsimile (714) 647-5414 <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 />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be <br />effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly <br />registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, <br />communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on <br />the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating 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 AUDITOR, and <br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between <br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This <br />Agreement may not be modified except by written instrument signed by the CITY and by an authorized <br />representative of AUDITOR. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />AUDITOR nor 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 behalf of any <br />party, which are not embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of AUDITOR, AUDITOR may <br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and <br />any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be <br />considered null and void. Nothing in this Agreement shall be construed to limit the CITY's ability to have any of <br />the services which are the subject to this Agreement performed by CITY personnel or by other consultants <br />retained by CITY. <br />16 <br />