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<br />10. Exclusivity and Amendment of Agreement <br /> <br />This AGREEMENT supersedes any and all other agreements, either oral or in <br />writing, between parties hereto with respect to employment of CONSULTANT by <br />CITY and contains all covenants and agreements between parties with respect to <br />such employment in any manner whatsoever. Each party to this AGREEMENT <br />acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of <br />any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both <br />CITY and CONSULTANT. CONSUL T ANT specifically acknowledges that in <br />entering into and executing this AGREEMENT, CONSULTANT relies solely upon <br />the provisions contained in this AGREEMENT and no others. <br /> <br />12. Validity <br /> <br />If any term, covenant, condition or provision of this AGREEMENT is held by a court <br />of competent jurisdiction to be invalid, void or unenforceable, the remainder of the <br />provisions hereof shall remain in full force and effect and shall in no way be <br />affected, impaired or invalidated thereby. <br /> <br />13. Laws Governing this Agreement <br /> <br />This AGREEMENT has been executed and delivered in the State of California and <br />the validity, enforce ability and interpretation of any of the clauses of this <br />AGREEMENT shall be determined and governed by the laws of the State of <br />California. All duties and obligation of the parties created hereunder are <br />performable in Orange County and such County shall be the venue for any action <br />or proceeding that may be brought or arise out of, in connection with or by reason <br />of this AGREEMENT. <br />