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and <br />telefacsimile (714) 647 -3345 <br />Attn: Will Hayes <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 />To Contractor: Graffiti Protective Coatings, Inc. <br />Carla Lenhoff <br />419 N. Larchmont Blvd., #264 <br />Los Angeles, California 90004 <br />telefacsimile (323) 464 -4472 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />telefacsimile, 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, addressed <br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />9. EXCLUSIVITY AND AMENDMENT <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 the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Contractor. The parties agree that any terms or conditions <br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />10. ASSIGNMENT <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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject of this Agreement performed by City <br />personnel or by other Contractors retained by City. <br />11. TERMINATION <br />This Agreement may be terminated by the City upon sixty (60) days written notice of termination. <br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all <br />services performed by Contractor through the termination date, however, payment need not be made for work <br />2 <br />