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<br />A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
<br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other
<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 telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, HP, County and City holidays shall be excluded [HP's Holiday Schedule is attached hereto
<br />as Exhibit I].
<br />
<br />10. EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Vendor, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Vendor. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />addition to, the terms and conditions hereof, shall not bind or obligate Vendor nor the City. Each
<br />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 />
<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor,
<br />neither party may assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the other party, which consent shall not be unreasonably withheld or delayed,
<br />and any such assignment, transfer, delegation or subcontract without the party's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any ofthe services which are the subject to this Agreement performed
<br />by City personnel or by other vendors retained by City. Notwithstanding, Vendor's services do
<br />not cover any damage or failure caused by work or modification by people other than Vendor's
<br />employees or subcontractors.
<br />
<br />12. DISCRIMINATION
<br />
<br />Vendor shall not discriminate because ofrace, color, creed, religion, sex, marital status,
<br />sexuaI orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, seIection, training, utilization, promotion, termination or other
<br />employment related activities. Vendor affirms that it is an equal opportunity employer and shall
<br />comply with all appIicable federal, state and local laws and regulations.
<br />
<br />City of Santa Ana and HP Agreement
<br />Confidential Information
<br />Revision Date February 24, 2004
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