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City and by an authorized representative of Consultant. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the <br />City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any party, which are not embodied herein. <br />17. 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 <br />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 <br />null and void. Nothing in this Agreement shall be construed to limit the City's ability to <br />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 />18. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, Interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, 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 <br />Agreement. <br />19. FINES <br />The Consultant shall be liable for all violation fines levied a-ainst the City by federal, <br />state, or local agencies with regulatory authority related to Consultant provided services. <br />20. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />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 <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Attachments referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />[Signatures on the following page] <br />a <br />