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With courtesy copy to: <br />City of Santa Ana <br />Community Development Agency — Economic Development Division <br />20 Civic Center Plaza (M-25) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 647-6549 <br />To Licensor: ExecutivePulse, Inc. <br />1 1 East 4`h Street <br />Erie, Pennsylvania 16507 <br />telefacsimile (814) 459-5202 <br />Phone: 1 (866) 397-8573 <br />9. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Licensor and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Licensor. The parties agree <br />that any terms or conditions of any purchase order or other instrument that are inconsistent with, <br />or in addition to, the terms and conditions hereof, shall not bind or obligate Licensor nor the <br />City. <br />10. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Licensor, <br />Licensor 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 consultants retained by City. <br />11. 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 />12. 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 />