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Mr. Robert Johnson <br />250 Fischer Avenue <br />Costa Mesa, California 92626 <br />Fax <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of <br />calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any Exhibits or Attachments <br />hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. This <br />Agreement may not be modified except by written instrument signed by the City and by an <br />authorized representative of Contractor. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which are not embodied <br />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 prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />13. TERMINATION AND DAMAGES <br />This Agreement may be terminated by either party upon ninety (90) days written notice <br />of termination. In such event, Contractor shall be entitled to receive and the City shall pay <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice of <br />termination, subject to the following conditions: <br />a. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement and the Specifications set forth in Exhibit A. <br />b. Material Breach: If the Executive Director determines the Contractor has failed in the <br />performance of its duties and/or schedule as provided, the Executive Director may consider the <br />Contractor in material breach. City may exercise all remedies in law or equity including but not <br />