SANTOYO, DANIEL RAMIREZ 1 - 2011

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purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Instructor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which aze not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Instructor, Instructor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void_ Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which aze the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon ten (1 O) days written notice of termination. In such event, Instructor shall be entitled to receive and the City shall pay Instructor compensation for all services performed by Instructor prior to receipt of such notice of termination. 13. DISCRIMINATION Instructor shall not discriminate because of race, color, creed, religion, sex, mazital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Instructor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Instructor shall, throughout the term of this Agreement, maintain all necessary licenses, permits and approvals necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Instructor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses or approvals. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.