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To Provider: Blueray Management LLC
<br />10661 Ellis Ave, Suite E
<br />Fountain Valley, CA 92708
<br />Attn: Abby Pearose, President
<br />A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any commimication shall be addressed and transmitted to the new address, If sent by mail,
<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, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
<br />9. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and, exclusive statement between the City and
<br />Provider regarding the subject matter herein, and supersedes any and all other agreements, oral
<br />or written, between the parties. In the event of a conflict between the terms of this Agreement
<br />and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Provider. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Provider or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which is not embodied herein.
<br />10. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed
<br />by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or
<br />right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether
<br />or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />11. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination, In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
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