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P.Q. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Parks. Recreation. and Community Services Agency Cite of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, CA 92702 To Contractor TSS, Inc., dba AliStage Pro 1936 E. Occidental Street Santa Ana, CA 92705 Attn: [an Ingram accpunting(tnallstagepro.com A party may change its address by giving notice in writing to the other party. Thereafter, any conununication shall be addressed and transmitted to the new address. If sent 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 fax, 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 timeframes, weekends, federal, state, County or City holidays shall be excluded, 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event ofa conflict between the terms 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each patty to this Agreement acknowledges that no representations, inducements. promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf orany party. which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreemew is intended to secure the specialized scn-ices of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent cif the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City. Page 7 of 9