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11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Consultant. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Consultant 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 anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such
<br />assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void.
<br />However, the City will not withhold consent without good cause. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City Personnel.
<br />13. ASSIGNMENT
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In
<br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br />performed and cost reductions identified by Consultant prior to receipt of such notice of termination in
<br />accordance with Sections 2 and 3. It is agreed that upon receipt of notice of termination herein Consultant will
<br />cease work and identify no further cost reductions. This termination is subject to the following conditions:
<br />a. Asa condition of such payment, the Executive Director may require Consultant to deliver to the City
<br />all work product completed as of such date, and in such case such work product shall be the property
<br />of the City unless prohibited by law, and Consultant consents to the City's use thereof for such
<br />purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />14. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />15. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and
<br />governed by the laws of the State of California. Both parties further agree that Orange County, California, shall
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