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telefacsimile (714) 647 -5069 <br />To Contractor: Masters Electric <br />7490 Jumps Ave. <br />Riverside, California 92504 <br />telefacsimile 951- 785 -5248 <br />Attn: Rejean Royer <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication <br />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, any notice, tender, demand, delivery, or other communication shall be effective or deemed <br />to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time <br />frames, weekends, federal, state, County or City holidays shall be excluded. <br />10. EXCLUSIVITY 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 the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Contractor. The parties agree that any terms or conditions <br />of 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 Contractor nor the City. Each patty to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been trade by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other Contractors retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, subject <br />to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the property of <br />the City unless prohibited by law, and Contractor consents to the City s use thereof for such purposes as the <br />City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified in <br />the Recitals of this Agreement. <br />0 <br />