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Agreement may be extended upon a writing executed fiy tlie Library Director and the City Attorney. 4. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and C(jJ:1Sultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. 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. 5. ASSIGNMENT . (wh~ch shall not be unreasonably withheld) QIJ,5 Inasmuch as this greement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Ci d any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. othing in this Agreement shall be construed to limit the City's ability to have an of the s .ces which are the subject to this Agreement performed by City personnel or by ther consultants retained b Ci . fJtJ ; In the event of a failure on the part of the City to so 6. JURISDICTION - VENUE consent, this Agreement shall terminate. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, 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. 2