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and, <br />City of Santa Ana <br />20 Civic Center Plaza (M -12) <br />P.O. Box 1988 <br />Santa Ana, California 92702 -1988 <br />telefacsimile (714) 647 -5406 <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 -1988 <br />telefacsimile (714) 647 -6515 <br />To Vendor: <br />ASAP Software <br />10900 NE Fourth Street <br />Suite 2300 <br />Bellevue, WA 98004 <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted <br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the <br />United States mail, duly registered or certified, with postage prepaid, and addressed as set forth <br />above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication <br />shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on <br />the transmission report issued by the transmitting facsimile machine, addressed as set forth <br />above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />8. Assignment <br />Inasmuch as this Agreement is intended to secure the specialized services of the Vendor, <br />Vendor may not assign, any interest therein without the prior written consent of the City and any <br />such assignment, transfer or delegation without the City's prior written consent shall be <br />considered null and void. Such consent, on the part of the City, shall not be unreasonably <br />withheld. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject of this Agreement performed by City personnel or by other <br />Vendors retained by the City. <br />9. Conflict of Interest Clause <br />Vendor covenants that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with the performance of the services specified <br />3 of 4 <br />