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RFP 13-015 <br />Santa Ana, CA 92702 <br />Telefacsimile (714) 647) 6515 <br />To Contractor: Janitorial Company Name <br />Address <br />City, State Zip <br />Fax # <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, any <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, duty registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours after the time set forth on the transmission report issue <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />10. EXCLUSIVELY 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 parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement shall not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or acting on behalf of <br />any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized service of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any assignment, transfer, delegation or subcontract without the <br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by either party upon ninety (90) days written notice <br />of termination to the other party. In such event, Consultant shall be entitled to receive and the <br />City shall pay Consultant compensation for all services performed by Consultant prior to receipt <br />of such notice of termination, subject to the following conditions: <br />34 <br />25A-45