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To Consultant: <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 />Fax 714- 647 -6515 <br />Siemens industry, Inc, <br />10775 Business Canter Drive <br />Cypress, CA 90630 <br />Fax (619) 252'1306 <br />Michael,Dletsch siemens.cam <br />A Party may change its address by giving notice in writing to the other party, Thereafter, any <br />communication snail be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (8) days after R 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 fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the <br />time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set <br />forth above. For purposes of calculating these time frames, weekends, federal state, County or City <br />holidays shall be excluded. <br />13, EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and ail other agreements, oral or written, between the parties, In the <br />event of a canflicf between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shah prevail. TIt Agraamant may not be modified except by written instrument signed by <br />the City and by an urchanzad representative of Consultant, The Parties agree that any terms or <br />conditions coany purchase order or other 0 trument that are inconsistent with, or in addition to, She <br />terms and conditio s hereof, shall not bind ar obligate Consultant or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein, <br />14. ASSIGNMENT <br />Inasmuch as this Agreement Is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />16, TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination, <br />subject to the following conditions <br />a. As a condition of such payment, the Police Chief may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product <br />