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20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Copies to: Parks, Recreation & Community Services Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-75) <br />Santa Ana, California 92702 <br />To Sponsor: GOOD SOLUTIONS GROUP <br />456 East Orange Grove Blvd, #302 <br />Pasadena, CA 91104 <br />Phone: (626) 229-9991x1000 <br />pschiff(�,) goodsolutionsgroup.com <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 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. For purposes of calculating these time frames, weekends, federal, <br />state, County or City holidays shall be excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Sponsor regarding the subject matter herein, and supersedes any and all other agreements, oral or <br />written, between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />Sponsor. 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 <br />bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Sponsor, <br />Sponsor 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 mill 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 Sponsors retained by City. <br />12. CANCELLLATION OR TERMINATION <br />Page 4 of 7 <br />