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purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions
<br />hereof, shall not bind or obligate Instructor nor the City. Each party to this Agreement acknowledges that
<br />no representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any party, which are not embodied herein.
<br />10. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Instructor, Instructor
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
<br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
<br />ability to have any of the services which are the subject to this Agreement performed by City personnel or
<br />by other consultants retained by City.
<br />11. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Instructor shall pay City al] compensation due prior to receipt of such notice of
<br />termination.
<br />12. DISCRIMINATION
<br />Instructor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Instructor affirms that it is an equal opportunity employer and shall comply with al] applicable federal,
<br />state and local laws and regulations.
<br />13. JURISDICTION -VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />14. PROFESSIONAL LICENSES
<br />Instructor shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Instructor shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of this Agreement.
<br />15. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
<br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
<br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
<br />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 forth in the
<br />body of this Agreement.
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