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r. Consultant may not copyright any books, publications or other materials <br />developed in the course of or under this Agreement. The federal awarding <br />agency, State Administrative Agency (SAA) and City reserve any rights to <br />copyright, reproduce, publish or otherwise use, and to authorize others to use, <br />for federal government, SAA or City purpose any work developed through this <br />Agreement. <br />16. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant regarding the subject matter therein, and supersedes any and all other <br />agreements, oral or written, between the parties. In the event of a conflict between the <br />terms of this Agreement and any attachments hereto, the terms of this Agreement shall <br />prevail. This Agreement may not be modified except by written instrument signed by the <br />City and by an authorized representative of Consultant. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the <br />City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any party, which are not embodied herein. <br />17. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered <br />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 <br />personnel or by other consultants retained by City. <br />18. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, Interpretation, performance, and enforcement of any of the clauses of <br />this Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br />19. FINES <br />The Consultant shall be liable for all violation fines levied against the City by federal, <br />state, or local agencies with regulatory authority related to Consultant provided services. <br />Page 9 of 10 <br />20D-30 <br />