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EXHIBIT 2
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any notice,
<br />tender, danand, delivery, or other anrmunication shall be addressed and itaIISIIIlued to the rrcw address. If sent
<br />by mail, any notice, tender, demand, delivery, or other cotntnunication shall be effective or decrned to have, been
<br />given three (3) days after it has been deposited in the United States mail duly registered or certified, with postage
<br />prepaid, and addressed as set forth above. I -or purposes of calculating these time frames, weekends, federal, state,
<br />County or City holidays Shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement, including the terms of Exhibit A, collectively represent the complete and exclusive
<br />statement between the. Authority and CorlArharrt, and supersedes any and all other agrecnlcnts, oral or written,
<br />between the parties. In the event of a conflict between the tenses of this Agreement and any auachntenu hereto.
<br />the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the Authority and by an authorized representative of Consultant. The palsies agree that any terms or
<br />conditions of any purchase order or other itlsn-wrlent that are inconsistent with, or in addition to, that terms and
<br />conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement
<br />ackilowledge5 that no repl'esentatlons, inducements, pl'ornises or ag,l'eernetlts, orally of Otherwise, have been Inale
<br />by any party, or anyone acting on behalf of any party, which are not anbodied herein.
<br />11. ASSIGN MFNT
<br />Consultant may assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the Authority to its parent company or other affiliated company, to a successor by Operation of law, or
<br />by reason of the sale or transfer of all or Substantially all of its stock or assets to another entity. Neither Party may
<br />otherwise assign or tri usler the Agreement without the prior written consent of the other Party.
<br />12. INTENTIONALLY OMITTED
<br />13. DISCRIMINATION
<br />Consultant shall not cliscriminate because. of race, color, creed, religion, sex, marital starts, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited b-v applicable law, in the
<br />rcauitlnent, selection, training, utilization, promotion, termination or other onrploynrent related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and enforcement
<br />shall be govcnnrcnt and construed in accordance with the laws of the Statc of California- This Agreement has
<br />been executed and delivered in the State of California and the validity, interpretation, performance, and
<br />enforcement of soy of illo clauses of this Agreement shrill he determined and governed by the laws OHIO, State of
<br />Califomia. Holli 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 Agreement- Each Party
<br />irl'evocably waive its rights to trial by jttry in any action or proceeding, arising out of or relating to this Contract
<br />Or the U.9nsactionS relating to its Subject matter. The Parties agree that this contract is not a cots :act for the Sale
<br />Of goods, therefore, the Contract shall not be governed by any codification of Article 2 or 2A of the Uniform
<br />City Council 3 — 29 5l412021
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