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Allo EXCLUSIVITY AND AMENDIMENT
<br />This Agreementrepresents the Complete and exclusive statement between the, City and Consultant,
<br />regarding ffic subject neitter herein, and supersedes any and all other agrecarlonti, oral or written, between
<br />the partiw. In the OVI-ni, ora, eselffict between the tortes of this Agreement and tiny attachments hereto,
<br />the terns of this Agreernunt shall Prevail and will serve to fully supersede existing Agreemssnt. I'hig
<br />Agreement rally not be modified except bywritten jusharnient signed byllst City and by air authorized
<br />The partirs, agree that troy jtrjjla or (,,roddiva,% of any Purchase order or
<br />Other insLrunaeg that are inconsistent with, or in addition to, the terms or conditions hereof, shall snot hind
<br />or Obligate Consultant nor tile City, Each Party to this Agresencia acknowledges then; no representations,
<br />inducements, promises or agreementS, Orally Or Otherwise, have been made by any party, or anyone acting
<br />on bohn] f of any patty, which are not embodied hernia,
<br />IL ASSIGNMENT
<br />Inasmuch es this Agreement is intoaded to secure hot spechdized services of Consultant,
<br />("OnsIlIftutt ally not assign, transfer, delegate, or subcontract tiny interest herein without the prier written
<br />consent of the City and any such assignment, ignment, transfer, delegation or subcontract wideroL the City's prior
<br />written consent shall be considered null and void, Nothing in this Agrcernom shall be construed to hunt
<br />the Cny's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel Or by Otherconsulonils mustard by City,
<br />12. TERMINNHON
<br />'Nng Agreement may be teoninated by the City with thirty (30) days written notice of terequation
<br />to the Consnhaot.
<br />a. As,
<br />a condition of such psylosla, the Execution T)Jorctor may, require Consultant to deliver to
<br />the (Ary all the work product completed 25 Of 811011 date, and ha such case such work product shall be the
<br />property of tile City unless prollibited by law, and Consultant consorts to the City's use tillwoof for aneb
<br />PurPosm as the City deerns appropriate.
<br />b. Payment noed net be made'for work that fails to meet the standard Off)(ThOorince specified in
<br />tile Recitals of this, Agreement
<br />M NON DISCRUMNATION
<br />Consultirashall not discriminate becell-so of race, color, creed, "Clation, see, marital status, sexual
<br />ovientation, s,pe, national origin, ancestry, Or disability, as defined and Prohibited by applioable law, in tine:
<br />roor'sanuill, selection, iranning, utilization, PrOYnOtion, termination or Other urnisloymeat related activitb*
<br />or any activitics under this AgraolllonL Consultant affirms that it is an equal OPPOVUrotv onalloyat and
<br />shall cornoly Min all applicable filderal, state and local laws and regulatioas,.
<br />14JUT)RISDICITON - VEMIE
<br />This Ana calnent has been executed and delivered in tile State of California and the validity,
<br />merprenition, Perfbtulllocc, and criforvenlent Of any of the clauses of this Agreananashall be determined
<br />Ind governed by the laws of the State of California, BoIh parting further agree that Orange County,
<br />Californis,shall be tile venue for MY action or proeceding that ulay be htnught Or arias. out Of, in
<br />connrclion with or by reason Of this Agreement,
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