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20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714- 647 -6515 <br />To County: County Program Manager <br />CC Community Services <br />ATTN: Karen Roper <br />1300 S. Grand, Building B <br />Santa Ana, CA 92705 <br />With a copy to: Office of the County Counsel <br />County of Orange <br />333 W. Santa Ana Blvd., Suite 407 <br />Santa Ana, CA 92701 <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, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited In the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent <br />by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the <br />time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set <br />forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and County, <br />and supersedes any and all other agreements, oral or written, between the parties. in the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement <br />shall prevail. This Agreement may not be modified except by written instrument signed by the City and <br />by an authorized representative of County. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions <br />hereof, shall not bind or obligate County or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of County's <br />Subcontractor, County may not assign, transfer, delegate, or subcontract any interest Herein without the <br />prior 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 be <br />construed to limit the City's ability to have any of the services which are the subject to this Agreement <br />performed by City personnel or by other consultants retained by City. <br />13. TERMINATION <br />This Agreement may be terminated by the City or County, with or without cause, upon thirty (30) <br />days written notice of termination. In such event, County shall be entitled to receive and the City shall <br />pay County compensation for all services performed by County prior to receipt of such notice of <br />termination, subject to the condition that payment need not be made for work which fails to meet the <br />standard of performance specified in the Recitals of this Agreement. <br />4 <br />25J -6 <br />