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<br />P.O. Box 1981 <br />Santa Ana, California 92702 <br />telefacsimile (714) 245-8007 <br /> <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 />A party may change its address by giving notice in writing to the other party. <br />Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed <br />and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or <br />other communication shall be effective or deemed to have been given three (3) days after it <br />has been deposited in the United States mail, duly registered or certified, with postage <br />prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, <br />demand, delivery, or other communication shall be effective or deemed to have been given <br />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 <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br /> <br />11. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City <br />and Superintendent, and supersedes any and all other agreements, oral or written, between <br />the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative <br />of Superintendent. The parties agree that any terms or conditions of any purchase order or <br />other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, <br />shall not bind or obligate Superintendent nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br /> <br />12. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Superintendent, Superintendent may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null and <br />void. Nothing in this Agreement shall be construed to limit the City's ability to have any of <br />the services which are the subject to this Agreement performed by City personnel or by other <br />Superintendents retained by City. <br /> <br />6 <br />