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services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />5. INSURANCE <br />Due to the nature of services provided, no insurance is necessary. <br />6. EXCLUSIVITY AND AMENDMENT <br />This Agreement including the terms and conditions of the Employer Pull Notice Program <br />Agent Authorization signed 9/28/06, represents the complete and exclusive statement between <br />the City and Consultant, and supersedes any and all other agreements, oral or written, between <br />the parties. In the event of a conflict between the terms of this Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the City and by an authorized representative of Consultant. The <br />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 <br />Consultant nor the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein. <br />7. TERMINATION <br />This Agreement may be terminated by either party upon thirty (30) days written notice to the <br />other party. <br />8. 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 Agreement <br />shall be determined 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 />9. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />tti�- <br />