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<br /> <br /> <br /> <br /> <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 Contractor: <br /> <br /> <br /> <br /> <br /> <br /> A party may change its address by giving notice in writing to the other party. <br /> Thereafter, any communication shall be addressed and transmitted to the new <br /> address. If sent by mail, communication shall be effective or deemed to have been <br /> given three (3) days after it has been deposited in the United States mail, duly <br /> registered or certified, with postage prepaid, and addressed as set forth above. If sent <br /> by telefacsimile, communication shall be effective or deemed to have been given <br /> twenty-four (24) hours after the time set forth on the transmission report issued by the <br /> transmitting facsimile machine, addressed as set forth above. For purposes of <br /> calculating these time frames, weekends, federal, state, County or City holidays shall <br /> be excluded. <br /> <br /> 10. EXCLUSIVITY AND AMENDMENT <br /> <br /> This Agreement represents the complete and exclusive agreement between the City <br /> and Contractor, and supersedes any and all other agreements, oral or written, between the <br /> 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 <br /> 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 <br /> instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall <br /> not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that <br /> no representations, inducements, promises or agreements, orally or otherwise, have been <br /> made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br /> 11. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of <br /> Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein <br /> without the prior written consent of the City and any such assignment, transfer, delegation or <br /> subcontract without the City's prior written consent shall be considered null and void. Nothing <br /> in this Agreement shall be construed to limit the City's ability to have any of the services <br /> which are the subject to this Agreement performed by City personnel or by other Contractors <br /> retained by City. <br /> <br /> 18 <br /> <br /> 25A-39 <br />