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This Agreement represents the complete and exclusive statement behveen the City and Consultant, and supersedes vny and all other agreements, oral or written, between the parties_ ht 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. l~he parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the teens 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 arc not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement 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 Ciry and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this A~eement shall he construed to limit the City's abihty to have any of the services which are the subject to this Agreement perlbnned by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event Consultant shall be entitled to receive and the City shall pay Consultant compensaliun for all services performed by Consultant prior to receipt of such notice of temtination. 13. llISCRIMINATTON Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age.. national origin, tmecstry, or disability, as defined and prohibited by applicable law.. in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and Local laws and regulations. 14. dhRiSDICTION-VENUE 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 fiirther agree that Orange County, California, shall be the venue For any action or proceeding that may be brought or arise out of, i^ connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all ncecssary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services