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<br /> A party may change its address by giving notice in writing to the other party. Thereafter, any notice,
<br />tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent
<br />by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed 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. For purposes of calculating these time frames, weekends, federal, state,
<br />County or City holidays shall be excluded.
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<br />10. EXCLUSIVITY AND AMENDMENT
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<br /> This Agreement, including the terms of Exhibit A, collectively represent the complete and exclusive
<br />statement between the Authority and Consultant, and supersedes any and all other agreements, oral or written,
<br />between the parties. In the event of a conflict between the terms of this Agreement and any attachments 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 parties agree that any terms or
<br />conditions of any purchase order or other instrument 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 />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made
<br />by any party, or anyone acting on behalf of an y party, which are not embodied herein.
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<br />11. ASSIGNMENT
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<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 transfer the Agreement without the prior written consent of the other Party.
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<br />12. INTENTIONALLY OMITTED
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<br />13. DISCRIMINATION
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<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment 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.
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<br />14. JURISDICTION - VENUE
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<br /> This Agreement and all questions relating to its validity, interpretation, performance, and enforcement
<br />shall be government and construed in accordance with the laws of the State of California. This Agreement has
<br />been executed and delivered in the State of California and the validity, interpretation, performance, and
<br />enforcement of any of the 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 action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Each Party
<br />irrevocably waive its rights to trial by jury in any action or proceeding arising out of or relating to this Contract
<br />or the transactions relating to its subject matter. The Parties agree that this contract is not a contract 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 />EXHIBIT 2
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