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P.O. Box 1988 M-29 <br />Santa Ana, CA 92702 <br />To Contractor: Sierra Pacific Electrical Contracting <br />2542 Avalon Street <br />Riverside, CA 92509 <br />X.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 <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />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 <br />and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to <br />this Agreement acknowledges that no representatives, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which is not embodied herein. <br />XI.ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest <br />herein without prior written consent of the City, and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by the City <br />personnel or by other Contractor retained by City. <br />XII.TERMINATION <br />a. The City reserves the right to terminate the contract as follows: <br />In the event Contractor fails or refuses to timely perform any of the provisions of <br />this agreement in the manner required, or if Contractor violates any provision of <br />this agreement, Contractor shall be deemed in default. City shall provide written <br />notice of such default to Contractor's project manager. Contractor shall cure said <br />default within a period of two (2) working days. If such cure is not completed in a <br />timely manner, City may terminate the agreement forthwith by giving written <br />notice to Contractor's project manager. City may, in addition to the other <br />remedies provided in this Agreement or authorized by law, terminate this <br />Agreement by giving written notice of termination. Contractor shall be <br />responsible for all costs incurred by City, including replacement costs of <br />equipment and labor required to provide service during Contractor's default. In <br />the event of such termination for cause, City shall pay Contractor that portion of <br />compensation specified in the Agreement that is earned and unpaid prior to the <br />effective date of termination. Contractor shall not be entitled to any <br />compensation for lost profits it terminated for cause.