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13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. <br />This Agreement may not be modified except by written instrument signed by the City and by an authorized <br />representative of Consultant. The parties agree that any terns or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any party, which is not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of <br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability <br />to have any of the services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br />i[.. I I s1:1u 11M14I (IM <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. <br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all <br />services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the City all work product(s) completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Consultant consents <br />to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a <br />waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute <br />a continuing waiver unless the writing so specifies. <br />17. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection <br />Page 5 of 7 <br />25L-7 <br />