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P. Consultant, and all its contractors (or sub -recipients) will comply with all requirements of the Department of Housing and Urban Development, Community Development Block Grant Regulatory Code 24 CPR Part 570. q. Consultant agrees that the State of California Office of Traffic Safety shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement. r. Consultant may not copyright any books, publications or other materials developed in the course of or under this Agreement. The federal awarding agency, State Administrative Agency (SAA) and City reserve any rights to copyright, reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA or City purpose any work developed through this Agreement. 16. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attaohments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 17. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigmnerrt, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, Interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by Page 9 of 10