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<br />To OCCF:
<br />
<br />Todd Hanson, Vice President
<br />Orange Countv Communitv Foundation
<br />30 Corporate Park. Suite #410
<br />Irvine. CA 92606
<br />
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to
<br />the new address. If sent by mail, any notice, tender, demand, delivery, or other communication
<br />shall be effective or deemed to have been given three (3) days after it has been deposited in the
<br />United States mail, duly registered or certified, with postage prepaid, and addressed as set forth
<br />above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication
<br />shall be effective or deemed to have been given twenty-four (24) hours after the time set forth On
<br />the transmission report issued by the transmitting facsimile machine, addressed as set forth
<br />above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />
<br />8. Exclusivitv and Amendment. This Agreement represents the complete and exclusive
<br />statement between the City and OCCF, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between the terms of this Agreement and
<br />any attachments hereto, the terms ofthis Agreement shall prevail. This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />OCCF. The parties agree that any terms or conditions of any purchase order or other instrument
<br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate OCCF nor the City. Each party to this Agreement acknowledges that nO representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting On behalf of any party, which are not embodied herein.
<br />
<br />9. Assignment. Inasmuch as this Agreement is intended to secure the specialized
<br />services of OCCF, OCCF may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject to this Agreement performed by City personnel or by other consultants retained by
<br />City.
<br />
<br />10. Jurisdiction/Venue. This Agreement and all questions relating to its validity,
<br />interpretation, performance, and enforcement shall be government and construed in accordance
<br />with the laws of the State of California. This Agreement has been executed and delivered in the
<br />State of California and the validity, interpretation, performance, and enforcement of any of the
<br />clauses of this Agreement shall be determined and governed by the laws of the State of
<br />California. Both parties further agree that Orange County, California, shall be the venue for any
<br />action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
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