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Philadelphia, PA 19107 <br />Attn: President <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 <br />of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the CITY and <br />ARAMARK, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. In the event of a conflict between RFP #06 -151 and <br />ARAMARK's proposal dated November 1, 2006, ARAMARK's proposal shall control. <br />This Agreement may not be modified except by written instrument signed by the CITY and by <br />an authorized representative of ARAMARK. The parties agree that any terms or conditions of <br />any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate ARAMARK nor the CITY. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />ARAMARK, ARAMARK may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the CITY and any such assignment, transfer, delegation or <br />subcontract without the CITY's prior written consent shall be considered null and void. <br />12. TERMINATION <br />This Agreement may be terminated by the CITY upon thirty (30) days written notice of <br />termination. In such event, ARAMARK shall be entitled to receive and the CITY shall pay <br />ARAMARK compensation for all services performed by ARAMARK prior to receipt of such <br />notice of termination, subject to the following conditions: <br />Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />