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agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 performed by City personnel or by other Contractors retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by either party upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination. <br />13. DISCRIMINATION <br />Contractor 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, termination or <br />other employment related activities. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />14. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of Califomia 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 Grange 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 />I5. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary <br />certifications, licenses, permits, approvals, waivers, and exemptions necessary for the provision <br />of the services hereunder and required by the laws and regulations of the United States, the State <br />of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify <br />the City immediately and in writing of its inability to obtain or maintain such certifications, <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />