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9. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance if services specified under this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified <br />mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in <br />this section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />P.O. Box 1988 M-30 <br />Santa Ana, CA 92702-1988 <br />Fax: 714- 647-6956 <br />With courtesy copies to: <br />Executive Director, Public Works Agency <br />City of Santa Ana <br />P.O. Box 1988 M-21 <br />Santa Ana, CA 92702 <br />Fax: 714-647-5069 <br />and: City Attorney <br />City of Santa Ana <br />P.O. Box 1988 M-29 <br />Santa Ana, CA 92702 <br />Fax: 714- 647-6515 <br />To Contractor: <br />Republic ITS, Inc. <br />James A. Wagner <br />1266 N. La Loma Circle <br />Anaheim, CA 92806 <br />Fax: 714-630-2828 <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 />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Contractor, and <br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />4 <br />25F-8