25L - AGMT - TRAFFIC SIGNAL AND STREET LIGHTS

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Attn: Rick Dimean 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 telefacshnile, communication shalt 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. 10. 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 attachments hereto, the terms of this Agreement shall prevail. 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 ternls 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. 11. ASSIGNMENT Contractor shall not assign or transfer any interest in this agreement, whether by assignment or novation, without prior written consent of City; provided, however, that claims for money due or to become due to Contractor from City under this agreement may be assigned to a bank, trust company, or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be furnished promptly to City. 12. REDUCTION IN SCOPE OF WORK The City reserves the right to reduce the scope of work for this contract at any time. In the event that the City determines to reduce the scope of work, there shall be no adjustment of unit prices for the remaining scope of work. The City also reserves the right to conduct any extraordinary maintenance of traffic signal, ATMS, and street light facilities without using the services of the Contractor, if it is in the City's best interest to complete the work, 6 25L -8