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City of Santa Ana
<br />P.O. Box 1988 M -29
<br />Santa Ana, CA 92702
<br />Pax: 714- 647 -6515
<br />To Contractor: Siemens Industry,Ino.
<br />10775 Business Counter Drive
<br />Cypress, CA 90630
<br />Fax:855- 8028459
<br />Attn: Julie Matz
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any communication
<br />shall be addressed and transmitted to the new address. If sent by mail, eennmunication shall be effective or
<br />deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered
<br />or certified, with postage prepaid, and addressed as set forth above, If sent by telefacsinule, communication
<br />shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on tine
<br />transmission report issued by the tt'ansmiaing facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />11. EXCLUSIVITY AND AM'ENDMEN'T
<br />This Agreement represents the complete and exclusive statemcia between the City and Contractor, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shatl prevail. This
<br />Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative o£Cotitiaotor. The parties agree that any term or conditions of any purchase order or other
<br />instrvurrent that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate neither Contractor nor the City, Each party to this Agreement aelamwledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which is not embodied herein,
<br />12, ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secaro the speoi ilized services of Contractor, Contraotor may
<br />not assign., transfer, delegate, or subcontract any interest herein without prior written consent of the City,
<br />and any such assigranent, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered mull and void. Nothing in this Agreement shall be construed to limit the City's ability to have any
<br />of the serviees which are the subject to this Agreement performed by the City personnel or by other Contractor
<br />retained by City. Notwithstanding the above, Contractor may transfer and assign its rights, or delegate its
<br />dudes or obligations without the prior written consent of The tyty of Santa Ana in the event of a merger,
<br />hrtegration, reorganization, corporate restruotruing or the sale of all or substantially all its assets. In case of
<br />such transfer or assignment, Contractor shall take care that the transferee, assignco or sua:cssor will comply
<br />with the terms and conditions of this Agreement.
<br />13, TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) clays written notice of tennination. For a
<br />tcnl7 nation for convenience, the tenninaticnr shall be, effective upon Contractor's reoeipt of City's written
<br />notice of such termination. For a termination for cause, the termination shall be effective thirty (30) days after
<br />Contractor's receipt of City's written notice thereof and Contractor's fallum during that period to cure tine cause
<br />or default which is at issue and the reason for the notice of termination, or reasonably initiate a cure during
<br />such tinge, hr such event, Contractor shall be entitled to receive, and the City shall pay Contractor within sixty
<br />(60) days compensation for all services performed by Contractor prior to receipt of such notice of terviinadon
<br />subject to the following conditions:
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