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A party may change its address by giving notice in writing to the other party. Thereafter,
<br />any communication 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. If sent by telefacsimile, communication shall be effective or
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
<br />of calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the CITY and
<br />ARTIST, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the CITY and by an authorized representative of ARTIST. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate ARTIST nor
<br />the CITY. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />8. JURISDICTION - VENUE
<br />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
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />9. HOLD HARMLESS CLAUSE
<br />ARTIST agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, and representatives from liability for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of (1) claims for personal injury, including
<br />health, and claims for property damage, which may arise from the direct or indirect operations of
<br />the ARTIST or its contractors, subcontractors, agents, employees, or other persons acting on
<br />their behalf which relates to the services described in section 1 of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief, including any claims made by performers that the City has violated any copyright law(s),
<br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
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