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220 S. Daisy Avenue, Bldg A <br />Santa Ana, California 92703 <br />Fax 714-647-3345 <br />and 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 />Fax 714- 647-6515 <br />To Contractor: Athens Services <br />Gary Clifford <br />5355 Vincent Avenue <br />Irwindale, California 91706 <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 shall <br />be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, <br />duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, <br />communication shall be effective or deemed to have been given twenty-four (24) hours after the time set <br />forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. <br />For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Contractor, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement <br />shall prevail, followed, in precedential order by, 1) the Specifications attached as Exhibit A, 2) the provisions <br />of City's Request for Proposals dated November 22, 2011, and 3) Contractor's Proposal. This Agreement <br />may not be modified except by written instrument signed by the City and by an authorized representative of <br />Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, <br />which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the <br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to <br />have any of the services which are the subject to this Agreement performed by City personnel. <br />13. TERMINATION AND DAMAGES <br />a. City reserves the right to terminate this Agreement immediately, without penalty, for cause. In <br />the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner <br />25H-11