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<br />and,
<br />
<br />City Attorney
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-29)
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />telefacsimile (714) 647-6515
<br />
<br />To Consultant:
<br />
<br />Payment Resources International
<br />620 Newport Center Drive, Suite 150
<br />Newport Beach, CA 92660
<br />Attn: Senior Vice President
<br />Telephone:(949) 729-1400
<br />
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any notice,
<br />tender, demand, delivery, or other communication shall be addressed and transmitted to the new
<br />address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be
<br />effective or deemed to have been given three (3) days after it has been deposited in the United States
<br />mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to
<br />have been given twenty-four (24) hours after the time set forth on the transmission report issued by the
<br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
<br />
<br />8.
<br />
<br />EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall
<br />prevail. This Agreement may not be modified except by written instrument signed by the City and by
<br />an authorized representative of Consultant. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions
<br />hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />
<br />9.
<br />
<br />ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant
<br />may not assign, transfer, delegate, or subcontract any interest herein without written notice to the City
<br />and any such assignment, transfer, delegation or subcontract without written notice to the City shall be
<br />considered null and void.. City shall not assign, subcontract, license, franchise, or in any manner
<br />attempt to extend to any third party any right or obligation under this Agreement. City may designate a
<br />
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