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Manager of Information Services <br />City of Santa Ana <br />20 Civic Center Plaza (M-12) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-5406 <br />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 92702-1988 <br />telefacsimile (714) 647-6515 <br />To Vendor: <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new <br />address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective <br />or deemed to have been given three (3) days after it has been deposited in the United States mail, duly <br />registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, <br />any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been <br />given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting <br />facsimile machine, addressed as set forth above. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Vendor, <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 Vendor. The parties agree that any terms or conditions of any purchase <br />order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, <br />shall not bind or obligate Vendor 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, <br />or anyone acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, neither <br />party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of <br />the other party, which consent shall not be unreasonably withheld or delayed, and any such assignment, <br />transfer, delegation or subcontract without the party's prior written consent shall be considered null and <br />void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services <br />City of Santa Ana Page 34 of 39 <br />25C-46 ExhibitA