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7. CONFLICT OF INTEREST CLAUSE <br /> Consultant covenants that it presently has no interests and shall not have interests, direct <br /> or indirect, which would conflict in any manner with performance of services specified under <br /> this Agreement. <br /> 8. NOTICE <br /> Any notice, tender, demand, delivery, or other communication pursuant to this <br /> Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br /> mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br /> telegraphic communication in the manner provided in this Section, to the following persons: <br /> To City: Clerk of the Council <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-25) <br /> P.O. BOX 1988 <br /> Santa Ana, CA 92702-1988 <br /> telefacsimile (714) 647-6736 <br /> To Consultant: Performance Excellence Partners, Inc. <br /> 20911 Cabrillo Lane <br /> Huntington Beach, CA 92646 <br /> telefacsimile (714) 374-1120 <br /> A party may change its address by giving notice in writing to the other party. Thereafter, <br /> communication shall be addressed and transmitted to the new address. <br /> 9. EXCLUSIVITY AND AMENDMENT <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 /> <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> <br /> behalf of any party, which are not embodied herein. <br /> 10. 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 /> <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> 3 <br /> <br />