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<br />Telefacsimile (714) 647-6515 <br /> <br />To Contractor: <br /> <br />ETC International Inc. <br />4100 N. Calhoun Rd., Suite A <br />Brookfield, WI 53005 <br /> <br />Attn: Jeff Hughs <br /> <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 /> <br />17. <br /> <br />EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br /> <br />18. <br /> <br />ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any ofthe services which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />