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City Attorney City of Santa Aha 20 Civic Center Plaza 0Vl-29) P.O. Box 1988 Santa Ana, California 92702 tclcfacsimilc (714) 647~6515 To Consultant: ACCO Engineered Systems 6265 San Femando road, Glendale, CA 91201 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days aider it has been deposited in the United States mall, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telcfacsimile, any notice~ tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours -after the time set- foRh on the transmission -report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time fi'ames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY 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 thc event ora conflict between the t~a~s 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 agree that any tvsms or conditions of any purchase order or other instrument that arc mcousistent with, or in addition to, that 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 party, or anyone acting on behalf of any party, which arc not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized 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 considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which arc the Subject to this Agreement performed by City personnel or by other consultants retained by City.