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<br />, <br /> <br />To City: <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 />telefacsimile (714) 647-6515 <br /> <br />To Special Counsel: <br />Special Counsel <br />1600 Dove Street, Suite 107 <br />Newport Beach, CA 92660 <br />Lynda Priest Stevens <br />Executive Director <br />949/261-2211 <br />949/261-2250 fax <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted <br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other <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 telefacsimile, any notice, tender, demand, delivery, or <br />other communication shall be effective or deemed to have been given twenty-four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile machine, <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 /> <br />10. <br /> <br />EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Special Counsel, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms ofthis Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the City and by an authorized representative of Special Counsel. <br />The parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate <br />Special Counsel nor 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 /> <br />11. <br /> <br />ASSIGNMENT <br /> <br />4 <br />