ORANGE COUNTY SCHOOL OF THE ARTS - 2018

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To OCSA: Steven Wagner Chief Operations Officer Orange Canty School of the Arts Board of Trustees 1010 ON Main Street Santa Ana, CA 92701 Telefacsimile (714) 664-0461 A party may change its address by giving notice in writing to the, other party. Thereafter, communication shall bo.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 telefacsimile or e-mail., communication shall 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., 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and OCSA, 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 OCSA: 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 16. JURISDICTION.- VENUE This Agreement has been executed and delivered in the State of. California and the. validity, interpretation, performance, and enforcement. of any of te clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that. Orange County, California, shall be the venue for any action or proceeding, that may be brought or arise out of in connection with or by reason of this Agreement, 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any hijuries or damages to City in the event that such authority or power is. not, in fact; held by the signatory or is withdrawn.