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Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copy to : Chief of Police 60 Civic Center Plaza (M -97) Santa Ana, California 92701 facsimile (714) 245 -8007 To SAPAEC: Doubletree Hotel Catering Services 201 East MacArthur Blvd. Santa Ana, California 92707 facsimile (714) 442 -1937 Attn: Tori Dileno Catering Manager 9. EXCLUSIVITY AND AMENDMENT This Agreement, with the attached Exhibit A, represents the complete and exclusive statement between the City and Doubletree, and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Doubletree. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Doubletree nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Doubletree, Doubletree may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 11. TERMINATION This Agreement may be terminated by the City upon ninety (90) days written notice of termination, as set forth in Exhibit A. 4