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gc?#?ocn? City of San[a Ana Community Development Agency November 3, 2010 Page 4 of 7 • Client agrees to require in Its eontra?et with the. contractor(s) that the contractor(s) specifically name Gafcon, Inc. as an additional insured on tontractor(s) policies. by an IsO endorsement CG 201Q 1185 or equivalent and that the contractor(s) provide that same defense and indemnification to Gafcon, Inc. as it provides to Client. • Neither party to this Agreement shall transfer, sublet or assign any rights.underor interest in this Agreement: (including but not limited to monies that are due or monies that may be due) without the prior written consent of the other party. Subcontracting to subconsultants normaFly contemplated by Consultant shall not be considered an assignment for purposes of this Agreement. • Consultant is the sole owner of techniques, methods,.. devices, databases; data.. compilation, software programs. and applications, copyrights, trademarles, and confidential or proprietary material. This property includes, but is not. limited to, the "nSpeC' trademark. Client understands Consultant may use this property in the performance of its Scope of Services pursuant to this Agreement and. shall remain insole ownership of Consultant. • Consultant has sole responsibility with respect to its employees. including, without limitation, their salaries, withholding taxes, and their h-ire, discipline, and discharge. Client,. may not, without the written consent of Consultant, hire any of Consultant's employees or subconsultants within one year after the completion of all of Consultant's services in connection with this Agreement.. • In no event shall Consultant be liable for damages, claims; lawsuits, proceedings, actions, costs and :expenses arising out of the services from this Agreement in excess of the fees stated herein- • This Agreement, comprising of pages. 1 through 7, including Exhibit A, is the entire Agreement between Client and Consultant. It supersedes all prior communications, understandings and agreements, whether oral or written. Amendments to this Agreement must be in writing and signed by both Clierit and Consultant. • Any term or provision of this Agreement found to be invalid under any applicable statute. or rule of law shall be deemed omitted and. the. rem'ai'nder of this Agreement shall remain in full force and effect. Please indicate your acceptance and written authorization to proceed with the above-described Scope of Services by signing below and returning two (2) signed originals of this Agreement to our office. Once received, we will provide our signature and. return one fully executed Agreement to you for your records: This Agreement is valid far ninety (90) days. If the offer is not accepted within the ninety (90) day period, the offer is null and void unless extended by mutual consent of both parties.