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or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized representative of
<br />Contractor. The 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 or the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally
<br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br />any such assignment, transfer, delegation or 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 have any of the services
<br />which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such
<br />event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
<br />City all work product(s) 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 use thereof
<br />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 specified in
<br />the Recitals of this Agreement.
<br />16. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions
<br />of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right
<br />or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach,
<br />failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing
<br />so specifies.
<br />17. JURISDICTION -VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any
<br />action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />18. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws
<br />and regulations of the United States, the State of California, the City of Santa Ana and all other governmental
<br />agencies. Consultant 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 Agreement.
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