DMS FACILITY SERVICES, LLC 2 - 2011

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P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Contractor: DMS Facility Services 2320 South Pullman Street Santa Ana, California 92705 facsimile (949) 260-1737 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 telefacsimile, 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms 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 Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 Contractors retained by City. 13. TERMINATION AND DAMAGES This Agreement may be terminated by either party upon ninety (90) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement and the Specifications set forth in Exhibit A. b. Material Breach: If the Executive Director determines the Contractor has failed in the performance of its duties and/or schedule as provided, the Executive Director may consider the Contractor in material breach. City may exercise all remedies in law or equity including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or for any delay in performance, and 2) directing the work be accomplished by either City employees or another contractor at Contractor's expense, as determined by the Executive Director. Contractor shall be responsible for all costs resulting from breach, including incidental and consequential damages. In the event of a material breach, which remains uncured after five (5) days notice to Contractor, City may terminate this Agreement upon thirty (30) days written notice of termination.