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10. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Contractor, and supersedes any and all other agreements, oral or written, between the parties.
<br /> In 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 Contractor. The parties
<br /> agree that any terms or conditions of any purchase order or other instrument that are
<br /> inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br /> Contractor nor the City. Each party to this Agreement acknowledges that no representations,
<br /> inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br /> anyone acting on behalf of any party, which are not embodied herein.
<br /> 11. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br /> Contractor may not assign, transfer, delegate, or subcontract any interest herein without the
<br /> prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />
<br /> without the City's prior written consent shall be considered null and void. Nothing in this
<br /> Agreement shall be construed to limit the City's ability to have any of the services which are the
<br /> subject to this Agreement performed by City personnel or by other contractors retained by City.
<br /> 12. TERMINATION
<br /> a. This Agreement may be terminated by the City upon sixty (60) days written notice of
<br /> termination. However, the City reserves the right to terminate this Agreement for cause
<br /> immediately. Additionally, if Contractor fails to meet the specifications of this Agreement for a
<br /> period of fifteen (15) cumulative days, the City may terminate the balance of this Agreement by
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<br /> written notice of termination to the Contractor, which notice shall be effective 15 days after
<br /> mailing.
<br /> b. Contractor may upon sixty (60) days written notice, request termination when conditions
<br /> during the Agreement term make it impossible or impractical to proceed or when prevented from
<br /> proceeding by act of God, by law or official action of a public authority.
<br /> 13. DISCRIMINATION
<br /> Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br /> status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br /> by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br /> other employment related activities. Contractor affirms that it is an equal opportunity employer
<br /> and shall comply with all applicable federal, state and local laws and regulations.
<br /> 14. JURISDICTION -VENUE
<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 />
<br /> shall be determined and governed by the laws of the State of California. Both parties further
<br />
<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.
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