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EXHIBIT 2 <br />oral or written, between the parties. In the event of a conflict between the terms of this <br />Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve <br />to fully supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the Authority and by an authorized representative of Consultant. The <br />parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms or conditions hereof, shall not bind or obligate <br />Consultant nor the Authority. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or 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 Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the Authority and any such assignment, transfer, delegation or subcontract <br />without the Authority's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Authority's ability to have any of the services which <br />are the subject to this Agreement performed by Authority personnel or by other consultants <br />retained by Authority. <br />12. TERMINATION <br />This Agreement may be terminated by the Authority with or without cause upon thirty <br />(30) days written notice of termination to the Consultant. In such event, Consultant shall be <br />entitled to receive and Authority shall pay Consultant, compensation for all services rendered <br />prior to the effective date of termination. <br />13. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, relation, 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 or any activities under this Agreement. Consultant affirms <br />that it is an equal opportunity employer and shall comply with all applicable federal, state and <br />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 />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 />Page 7 of 8 <br />