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M0ZC= <br />Steven Wagner <br />Chief Operations Officer <br />Orange County School of the Arts Board of Trustees <br />1010 North Main Street <br />Santa Ana, CA 92701 <br />Telefacsimile (714) 664-0461 <br />A party may change its address by giving notice in writing to the other party. <br />Thereafter, communication shall be addressed and transmitted to the new address. If sent <br />by mail, communication shall be effective or deemed to have been given three (3) days <br />after it has been deposited in the United States mail, duly registered or certified, with <br />postage prepaid, and addressed as set forth above. If sent by telefacsimile or e-mail, <br />communication shall be effective or deemed to have been given twenty-four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile <br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />15. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and OCSA, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of <br />OCSA. 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 <br />acting on behalf of any party, which are not embodied herein <br />16. 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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn. <br />E <br />25C-10 <br />