|
David Kendig, OCFA General Counsel
<br />Woodruff, Spradlin & Smart, APC
<br />555 Anton Blvd. Suite 1200
<br />Costa Mesa, CA 92626
<br />Fax: (714) 415 -1183
<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,
<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 facsimile, communication shall be effective or deemed to
<br />have been given twenty -four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, weekends, federal, state, County of Orange and City of Santa Ana holidays
<br />shall be excluded.
<br />9. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and OCFA,
<br />and supersedes any and all other agreements, oral or written, between the parties regarding use of
<br />the Centennial Park Training Facility. Nothing herein shall be construed to alter or limit the
<br />applicability, terms or conditions of any other existing written agreements between the parties
<br />regarding any other matter, including, without limitation, the Amended Joint Powers Agreement. 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 OCFA. The parties agree
<br />that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br />or in addition to, the terms and conditions hereof, shall not bind or obligate OCFA nor the City.
<br />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
<br />party, which are not embodied herein.
<br />10. ASSIGNMENT
<br />Neither party may assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the other party and any such assignment, transfer, delegation or subcontract
<br />without the other party's prior written consent shall be considered null and void. .
<br />11. TERMINATION
<br />This Agreement may be terminated by either party upon thirty (30) days written notice of
<br />termination. Sections 2, 4 and 6 of this Agreement shall survive termination.
<br />12. DISCRIMINATION
<br />Each party agrees that it shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />949563.1
<br />
|