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<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the tenns and conditions hereof, shall not bind or obligate Consultant nor
<br />the 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 on
<br />behalf of any party, which are not embodied herein.
<br />
<br />11. ASSIGNMENT
<br />
<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
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement perfonned by City personnel or by other consultants retained by City.
<br />
<br />12.
<br />
<br />TERMINATION
<br />
<br />This Agreement may be tenninated 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 perfonned by Consultant prior to receipt of such notice of tennination.
<br />
<br />13.
<br />
<br />DISCRIMINATION
<br />
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or
<br />other employment related activities. Consultant affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />
<br />14.
<br />
<br />JURISDICTION - VENUE
<br />
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement
<br />shall be detennined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />
<br />15.
<br />
<br />PROFESSIONAL LICENSES
<br />
<br />Consultant shall, throughout the tenn of this Agreement, maintain all necessary licenses,
<br />pennits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for tennination of this Agreement.
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