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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 />To Contractor: <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 />10. EXCLUSIVITY AND AMENDMENT <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 />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 />18 <br />25A-39 <br />