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CONSULTANT's good faith performance pursuant to this contract; provided, however, that the CONSULTANT shall not be obligated to indemnify and hold harmless the CITY to the extent that such claim, demand, liability, judgment or expense results from CITY's negligence. 9. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This AGREEMENT supersedes any and all other agreements, either oral or in writing, between parties hereto with respect to employment of CONSULTANT by CITY and contains all covenants and agreements between parties with respect to such employment in any manner whatsoever. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONSULTANT. CONSULTANT specifically acknowledges that in entering into and executing this AGREEMENT, CONSULTANT relies solely upon the provisions contained in this AGREEMENT and no others. 10. LAWS GOVERNING THIS AGREEMENT This AGREEMENT has been executed and delivered in the State of California and the validity, enforce ability and interpretation of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. All duties and obligation of the parties created hereunder are performable in Orange County and such County shall be the venue for any action or proceeding that may be brought, or arise out of, in connection with, or by reason of this AGREEMENT. 11. VALIDITY If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Page 4 of 5