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<br />instrument signed by the City and by an authorized representative of Consultant. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that arc inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or ohligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or othenvise, have been made by any party, or anyone acting on
<br />hchalf of any party, which are not embodicd herein.
<br />
<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may nut assign, transfer, delegate, or subcontract any interest herein \vithout the prior
<br />written consent of the City and any sllch assignment, transkr, udegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall he construed to limit the City's ability to have any of the services which are the suhject to
<br />this Agreemcnt performed by City personnel or hy other consultants retained hy City.
<br />
<br />\2, TERMINATION
<br />
<br />[his Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Cunsultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services perfo1111ed by Consultant prior to receipt of such notict: oftennination.
<br />
<br />\3, DISCRIMINATION
<br />
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />ststus. sexual orientation. age, national origin, ancestry, or disability, as defined aml prohibited
<br />by applil:able lay\', in the recruitment, selection, training, utilization, prumotion, termination or
<br />othcr employment related activities. Consultant aflirms that it is all equal opportunity employcr
<br />and shall comply with all applicable federaL state alld local laws and regulations.
<br />
<br />14, ,IIJRISDlCTlON - VENUE
<br />
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and en10rcement of any of the clauses of this Agreement
<br />shall be dctcrmined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, Califl)fnia, shall be the venue for any action or proceeding that may
<br />he brought or arise out of. in connection \~/ith or by reason Oflhis Agreement.
<br />
<br />15. PROFESSIONAL LICENSES
<br />
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals. waiv~rs, and exemptions necessary for the provision of the servil::es
<br />hereunder and required by the laws and rcgulations of the United States, the State of California,
<br />lhe 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 permits, licenses, approvals,
<br />waivers, and exemprions. Said inability shall be cause for termination of this Agreement.
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