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shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by <br />telefacsimile, 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 machine, addressed <br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />8. EXCLUSIVITY AND AMENDMENT <br />This MOU represents the complete and exclusive statement between the City and OCFA, and <br />supersedes any and all other agreements, oral or written, between the parties regarding use of a flashover <br />container at the Centennial Park Training Facility. In the event of a conflict between the terms of this <br />MOU and any attachments hereto, the terms of this MOU shall prevail. This MOU may not be modified <br />except by written instrument signed by the City and by an authorized representative of OCFA. The <br />parties 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 neither OCFA nor the <br />City. Each party to this MOU acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, <br />which are not embodied herein. <br />9. ASSIGNMENT <br />Neither party may assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the other party and any such assignment, transfer, delegation or subcontract without the <br />other party's prior written consent shall be considered null and void. This MOU does not create an <br />exclusive right to training by OCFA at the City's Centennial Park Training Facility. <br />10. COMPLIANCE WITH LAWS <br />OCFA shall cause all of its activities under this MOU and all activities at the Centennial Park <br />Training Facility to be performed in compliance with all applicable federal, state, and local laws, <br />ordinances, and regulations, and permits including but not limited to all environmental laws such as <br />AQMD and CWA rules and regulations. <br />11. DAMAGE <br />A. In the event that OCFA damages any portion of the Centennial Park Training Facility or <br />the improvements or equipment therein, OCFA shall immediately repair the damage. Alternatively, the <br />City may, at its election, repair the damage in which case OCFA shall reimburse the City for its <br />reasonable cost within fifteen (15) days of receipt of written demand from City. <br />B. In the event the MOU is terminated by either party, OCFA will remove the flashover <br />container from the Centennial Park Training Facility not more than thirty (30) days from the date of <br />termination. OCFA will accept responsibility for all clean-up associated with the flashover container <br />including but not limited to any need for soil or ground water clean-up. <br />12. TERMINATION <br />This Agreement may be terminated by either party without cause upon thirty (30) days written <br />notice of termination. <br />942149.1