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To Contractor: Manuel Ortega <br />5108 West 1st Street, Unit C <br />Santa Ana, California 92703 <br />714-418-0591 <br />714-227-5465 <br />A party may change its address by giving notice in writing to the other party. <br />Thereafter, communication shall be addressed and transmitted to the new address. If sent <br />by mail, communication shall be effective or deemed to have been given three (3) days <br />after it has been deposited in the United States mail, duly registered or certified, with <br />postage prepaid, and addressed as set forth above. If sent by telefacsimile, <br />communication shall be effective or deemed to have been given twenty-four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile <br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />9. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and 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 or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein <br />10. 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 the 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 City personnel <br />or by other contractors retained by City. <br />11. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Contractor shall be entitled to receive and the City <br />shall pay Contractor compensation for all services performed by Contractor prior to receipt <br />of such notice of termination, subject to the following conditions: