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City of Santa Ana <br />P.O. Box 1988 M -29 <br />Santa Ana, CA 92702 <br />Fax: 714- 647 -6515 <br />To Contractor: Siemens Industry, Inc. <br />10775 Business Center Drive <br />Cypress, CA 90630 <br />Fax: 855-8028459 <br />Attn: Julie Metz <br />A party may change its address by giving notice in writing to the other party. Thereafter, any communication <br />shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or <br />deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered <br />or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication <br />shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the <br />transmission 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 excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Contractor, and <br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between <br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This <br />Agreement may not be modified except by written instrument signed by the City and by an authorized <br />representative of 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 not bind or <br />obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which is not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may <br />not assign, transfer, delegate, or subcontract any interest herein without prior written consent of the City, <br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be <br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any <br />of the services which are the subject to this Agreement performed by the City personnel or by other Contractor <br />retained by City. Notwithstanding the above, Contractor may transfer and assign its rights, or delegate its <br />duties or obligations without the prior written consent of The City of Santa Ana in the event of a merger, <br />integration, reorganization, corporate restructuring or the sale of all or substantially all its assets. In case of <br />such transfer or assignment, Contractor shall take care that the transferee, assignee or successor will comply <br />with the terms and conditions of this Agreement. <br />13. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. For a <br />termination for convenience, the termination shall be effective upon Contractor's receipt of City's written <br />notice of such termination. For a termination for cause, the termination shall be effective thirty (30) days after <br />Contractor's receipt of City's written notice thereof and Contractor's failure during that period to cure the cause <br />or default which is at issue and the reason for the notice of termination, or reasonably initiate a cure during <br />such time. In such event, Contractor shall be entitled to receive, and the City shall pay Contractor within sixty <br />(60) days compensation for all services performed by Contractor prior to receipt of such notice of termination <br />subject to the following conditions: <br />25E -6 <br />