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and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Contractor: J&R Towing, Inc. 3307 S. Main Street Santa Ana, California 92707 Fax 714-668-1606 A party may change its address by giving notice in writing to the other party. Thereafter, any communication 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 telefaesimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 10. ASSIGNMENT a. Inasmuch as this Contract is intended to secure the specialized services of Contractor, the Contractor may not sell, assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such sale, assignment, transfer, delegation or subcontract without the City's prior written consent shall nullify and void any existing contract with the City. b. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process.