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<br />City i\ttorllcy <br />City of S~lllta;\ II" <br />20 Civic Cellter Plaza (M-29) <br />P.O. Box! 9gg <br />Santa Ana, Califomia 92702 <br />telelilesilllilc (7 Ii) 6'17-6') 15 <br /> <br />To Con;.ultant: <br /> <br />Idcntix Incorporated <br />510 North Pastoria Avenue <br />Sunnyvalc, CA 94085 <br /> <br />Attn: Customer Support Mallilgcr <br /> <br />A party may change its address by giving notice in writing to the other par1y. 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 <br />communication shall be effective or deemed to have hecn given three (3) days after it has been <br />deposited in thc United States mail, duly registered or eertilic:d, with postage prepaid, and <br />addressed as set fonh above. If sent by telcfacsimile, any notice, tender, demand, delivery, or <br />other communication shall be effective or deemed to have been given twenty, four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile machine, <br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal, <br />state, County or City holidays shall be excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral Or written, between the parties. In <br />tile cvcnt ofa conflict between the tenns of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instmment signed by the City and by an authorized representative of Consultant. 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, the tenns and conditions hereof, shall not bind or obligate Consultant 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 />11. ASSIGNMENT <br /> <br />Inasmnch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant 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 <br /> <br />5 <br />