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and <br />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. 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 telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) <br />hours 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, state, <br />County or City holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive agreement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />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 <br />any party, or anyone acting on behalf of any parties, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject to this Agreement performed by City personnel or by other Contractors retained by <br />city. <br />13. TERMINATION AND DAMAGES <br />This Agreement may be terminated by either party upon ninety (90) days written notice of <br />termination. In the event of termination by the City, Contractor shall be entitled to receive and the <br />City shall pay Contractor compensation for all services performed by Contractor prior to receipt of <br />such notice of termination, subject to the following conditions: <br />65 <br />19C-73