INTERNATIONAL PROMOTIONS, INC. (DBA FIESTA DE CARNAVAL)

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To Provider: Fax 714- 647-6515 International Promotions, Inc., dba Fiesta de Carnival Attention: Mi. Ted Holcomb 11551 Weatherby Road Los Alamitos, California 90720 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 fax, 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. 18. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, 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 Provider. The parties agree that any teens 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 Provider or the City. Each party to this Agreement acknowledges that no representations, induceinents, promises or agreements, orally or otherwise, have been inade by any party, or anyone acting on behalf of any party, which are not embodied herein, 19. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other Providers retained by City at its cost and expense. 20. TERMINATION This Agreement may not be terminated by either party unless the other is in material breach of the Agreement and then only after providing fifteen (15) calendar days' notice to the other and allowing the other the right to cure the alleged default. A material default is defined as an act or omission that would materially jeopardize the success of the Festival including but not limited to failing to provide the required documents pursuant to the time frames in this agreement and failure to adhere to any of the #6302vl Agreement for Carnival Services for Fiestas Patrias 2019 Page 12