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<br /> <br /> <br /> <br /> <br /> telefacsimile (714) 647-3378 <br /> <br /> To Contractor: Transdyn, Inc. <br /> David Gumpel, Regional Manager <br /> 4256 Hacienda Drive, Ste. 100 <br /> Pleasanton, CA 94588 <br /> Telefacsimile (925) 225-1610 <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, <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, any 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 of <br /> calculating these time frames, weekends, federal, state, County or City holidays shall be <br /> excluded. <br /> 10. EXCLUSIVITY AND AMENDMENT <br /> <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 <br /> the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br /> of this Agreement shall prevail. This Agreement may not be modified except by written <br /> instrument signed by the City and by an authorized representative of Contractor. The parties <br /> agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br /> 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, <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> behalf of any party, which are not embodied herein. <br /> 11. 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 <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br /> be construed to limit the City's ability to have any of the services which are the subject to this <br /> Agreement performed by City personnel or by other consultants retained by City. <br /> <br /> 12. TERMINATION <br /> <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br /> compensation for all services performed by Contractor prior to receipt of such notice of termination, <br /> subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Contractor to deliver <br /> to the City all work product completed as of such date, and in such case such work product shall be <br /> the property of the City unless prohibited by law, and Contractor consents to the City's use thereof <br /> for such purposes as the City deems appropriate. <br /> <br /> <br /> 25C-6 <br />