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<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 />To O.C. Health Care Agency: <br /> <br />Attn: Malcom Chou <br />Systems Analyst <br />515 N. Sycamore Santa Ana, Ca. 92701 <br />Orange County Health Care Agency <br />714-834- 7 466 <br /> <br />Lara Seto <br />HCA Purchasing Agent <br />511 N. Sycamore Santa Ana Ca. 92701 <br />714-834-2188 <br /> <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, any <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br /> <br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />D.C. Health Care Agency, 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 attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the City and by an authorized representative of the O.c. Health <br />Care Agency. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate City nor the O.C. Health Care Agency. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br /> <br />10. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, City shall be entitled to receive and the O.c. Health Care Agency shall <br />pay City compensation for all services performed by City prior to receipt of such notice of <br />termination. <br /> <br />3 <br />