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12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between the terms of this Agreement and any
<br />attachments hereto, the terms of this Agreement shall prevall. This Agreement may not be modified
<br />except by written Instrument signed by the City 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 and conditions hereof, shall not bind or obligate Consultant
<br />or the City, Each party to this Agreement acknowledges that no representations, inducements, promises
<br />or 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 />13. 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 written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. 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
<br />personnel or by other consultants retained by City,
<br />14. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />a. As a condition of such payment, City may require Consultant to deliver to the City all
<br />work product completed as of such date, and In such case such work product shall be
<br />the property of the City unless prohibited by law, and Consultant consents to the City's
<br />use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement,
<br />15. NONDISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities or In connection with any activities under this Agreement. Consultant affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br />16. 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
<br />determined and governed by the laws of the State of California. Bath parties further agree that Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, In
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