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<br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Provider, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Provider. The parties agree <br />that any terms or conditions of any purchase order or other instrument that are inconsistent with, <br />or in addition to, the terms and conditions hereof, shall not bind or obligate Provider nor the City. <br />Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein. <br /> <br />10. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Provider, <br />Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any ofthe services which are the subject to <br />this Agreement performed by City personnel or by other consultants retained by City. <br /> <br />11. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Provider shall be entitled to receive and the City shall pay Provider <br />compensation for all services performed by Provider prior to receipt of such notice of termination. <br /> <br />12. DISCRIMINATION <br /> <br />Provider shall not discriminate because ofrace, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Provider affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br /> <br />13. JURISDICTION - VENUE <br /> <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 this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />5 <br />