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17.7 Reduction in CoveraQe/Materiai Chanaes. Pertormers wiii notify City thirty (30)days prior to any reduction in any of the insurance coverage required pursuant to this Agreement or any material changes to the respective insurance policies. 17.8 Cross Liabilitv Endorsement. Pertormers shall provide the City with a cross liability endorsement(s) or severability of interests endorsement(s) from Pertormer's Commercial General Liability camer(s) in favor of the City. 18. Status of Pertormers: Performers will execute the Pertormances as independent contractors and not as an employee of Gity. The persons used by PerFormers to provide services under this Agreement shall not be considered employees of City for any purposes. 19. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of Califomia, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 20. Successors and AssiQns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Consultant without the prior consent of City, which will not be unreasonably withheld. 21. Paraqraqh Headinqs. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 22. Entire Aqreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding befinreen the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 23. Authori . The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement. ATTY/AGR/2014.072/ZOPPE LIVE PERFORMANCE REV:05-23-14 MLG Page 7 0112