25F - AGMT - DISCOVERY SCIENCE CENTER

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To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copy to: Santa Ana Public Works Agency— Administrative Services City of Santa Ana 20 Civic Center Plaza (M -21) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5069 To DSC: Discovery Science Center of Orange County Mr. Joe Adams 2500 N. Main Street Santa Ana, California 92705 Fax 714- 263 -3927 A party may change its address by giving notice in writing to the other party. Thereafter, any commu- nication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by te- lefacsimile, communication shall be effective or deerned to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, ad- dressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Con- sultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any tears or condi- tions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 1.1. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Con- sultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's pri- or written consent shall be considered null and void. Nothing in this Agreement shall be construed to 25F -7