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17.7 Reduction in CoveraaefMateriai ChanQes. Pertormers will 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 Liability Endorsement. PerFormers will provide the City with a cross liability endorsement(s) or severability of interests endorsement(s) from Pertormer's Commercial General Liability carrier(s) in favor of the City. 18. Status of PerFormers. Pertormers will execute the Pertormances as independent contractors and not as an employee of City. The persons used by Pertormers to provide services under this Agreement will not be considered employees of City for any purposes. 19. .��risdic�ion and Venu�. Any ac�ion a� law or in equity brought by �i�h�r 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 California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 20. Successars and Pcssiqns. It is mutually un��rsto�d and agreed that this Agreement will be binding upon th�e Parties and their respe�tive successors. Neither this Agreement noc any part of it nor any monies due or to become due under it may be assigned by Pertormers or Agent without the prior consent of City, which will not be unreasonably withheld. 21. Para4raph 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 Apreement. This Agceement, 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/�0}6,}7}/�pppE EIVE PERFORMANEE REV:D6-29-16 RL Page 7 of 11