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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 the
<br />new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be
<br />effective or deemed to have been given three (3) days after it has been deposited in the United States
<br />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
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission report
<br />issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, 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 />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event 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
<br />by the City and by an authorized representative of Consultant. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
<br />terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party that are not
<br />embodied herein.
<br />10. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Consultant affirms that it is an equal opportunity employer and shall comply with
<br />all applicable federal, state and local laws and regulations.
<br />11. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall
<br />be determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />12. INDEMNIFICATION AND HOLD HARMLESS CLAUSE
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including health, and
<br />claims for property damage, to the extent caused by the negligent acts, omissions or willful
<br />misconduct in the performance of the direct or indirect operations of the Consultant or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable, including any claims made by artist or
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