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and Santa Ana, California 92702 telefacsimile (714) 973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant; first Carbon Solutions Address City, State, Zip telefacsimile Zgt0- -.t1�j A party may change Its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if scut by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by tele['as si n le, communication shall be effective or deemed to have been given twenty --four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIV£TY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a_conflict between the tcrms of this ,Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agger that any tetnns or conditions of any proposal or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City, Each party to this Agreement acknowledges that no ;representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any parties, vVhich are not embodied herein. 1.2. ASSIGNMENT Inasmuch as this Agreement: is intended to secure the speciatimil services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written_ consent shall be consideree{ null and void. Nothing in this Agreement shall he construed to hrnit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City.