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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 />Fax 714- 647-6956 <br />Executive Director <br />Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-21) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Fax 714-647-5635 <br />To Consultant: MGT Consulting Group <br />2251 Harvard Street, Suite 134 <br />Sacramento, CA 95815 <br />Attn: Brad Wilkes <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. If sent by fax, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />timeframes, weekends, federal, state, County or City holidays shall be excluded. <br />14. ERCLUSIVIT'Y AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or 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 />Consultant. 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 Consultant or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br />15. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />Page 6 of 8 <br />25A-42 <br />