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<br />representation, Consultant shall notify the City, in writing, immediately and provide the name <br />and address of each client under contract. <br /> <br />8. REPRESENTATIVES AND NOTICE <br /> <br />The City Manager shall be the representative of City for purposes of this Agreement and <br />may execute all consents, approvals, directives, or agreements on behalf of City called for by this <br />Agreement except as otherwise expressly provided in this Agreement. <br /> <br />Notice and written communications sent by one party to the other shall be personally delivered <br />or sent by U.S. mail, postage prepaid, to the following addresses: <br /> <br />To City: <br /> <br />City ManagerlCouncil Support Office <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br /> <br />To Consultant: <br /> <br />The Ferguson Group, L.L.C. <br />1130 Connecticut Avenue, N.W., Suite 300 <br />Washington, D.C. 20036 <br /> <br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br />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 <br />behalf of any party, which are not embodied herein. <br /> <br />10. ASSIGNMENT <br /> <br />Consultant shall not assign, transfer, delegate, or subcontract any interest herein without <br />the prior written consent of the City; provided, however, that claims for money due or to become <br />due from City under this Agreement may be assigned to a bank, trust company or other financial <br />institution, or to a trustee in bankruptcy, without such approval. Notice of such assignment or <br />transfer shall be promptly furnished to City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated at any time by mutual agreement of the parties hereto <br />or by thirty (30) days written notice by either party to the other. <br /> <br />3 <br />