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purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br />conditions hereof, shall not bind or obligate Investigators or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
<br />have been made by any party, or anyone acting on behalf of any parties, which are not embodied
<br />herein.
<br />18. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
<br />of Investigators, Investigators may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the City's ability to have any of the services, which are
<br />the subject of this Agreement performed by City personnel or by other Investigators retained by
<br />City.
<br />19. TERMINATION This Agreement may be terminated by City at any time. hi such event,
<br />Investigators shall be entitled to receive and the City shall pay Investigators compensation for all
<br />services performed by Investigators prior to receipt of such notice of termination. As a condition
<br />of such payment, Investigators shall deliver to the City all files and records generated under this
<br />Agreement as of such date. Investigators may terminate this Agreement, subject to their obligation
<br />to provide written reasonable notice of at least thirty (30) days.
<br />20. NON-DISCRIMINATION Investigators shall not discriminate because of race, color,
<br />creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender,
<br />medical conditions, genetic information, or military and veteran status, age, national origin,
<br />ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
<br />training, utilization, promotion, termination or other employment related activities. Investigators
<br />affirn that it is an equal opportunity employer and shall comply with all applicable federal, state,
<br />and local laws and regulations.
<br />21. JURISDICTION — VENUE This Agreement has been executed and delivered in the State
<br />of California and the validity, interpretation, performance, and enforcement of any of the clauses
<br />of this Agreement shall be determined and governed by the laws of the State of California. Both
<br />parties fuuther agree that Orange Comity, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />22. PROFESSIONAL LICENSES Investigators shall, throughout the term of this Agreement,
<br />maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the
<br />provision of the services hereunder and required by the laws and regulations of the United States,
<br />the State of California, the City of Santa Ana and all other governmental agencies. Consultant
<br />shall notify the City immediately and in writing of its inability to obtain or maintain such permits,
<br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />23. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its
<br />signature herein below has the power, authority and right to bind their respective parties to each
<br />of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
<br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
<br />in fact, held by the signatory or is withdrawn.
<br />006085.00005 6
<br />13457441.1
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