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3.8 Independent Contractor. Recipient shall, during the entire term of this
<br />Agreement, be construed to be an independent contractor and not an employee of the City. This
<br />Agreement is not intended nor shall it be construed to create an employer - employee relationship, a
<br />joint venture relationship, or to allow the City to exercise discretion or control over the professional
<br />manner in which Recipient perfonns the services which are the subject matter of this Agreement;
<br />however, the services to be provided by Recipient shall be provided in a manner consistent with all
<br />applicable standards and regulations governing such services. Recipient shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall be responsible for all applicable withholding taxes.
<br />3.9 Assignment. Inasmuch as this Agreement is intended to secure the specialized
<br />services of Recipient, Recipient may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are the
<br />subject to this Agreement performed by City personnel or by other Recipients retained by City.
<br />3.10 Exclusivity and Amendment. This Agreement represents the complete and exclusive
<br />statement between the City and Consultant, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between the terms of this Agreement and any
<br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
<br />except by written instrument signed by the City and by an authorized representative of Consultant.
<br />The parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />Consultant or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
<br />acting on behalf of any party, which are not embodied herein.
<br />3.11 Discrimination. Recipient shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities. Recipient affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />3.12 Jurisdiction — Venue. This Agreement has been executed and delivered in the State
<br />of California and the validity, interpretation, performance, and enforcement of any of the clauses of
<br />this Agreement shall be determined and governed by the laws of the State of California. Both parties
<br />further agree that Orange County, California, shall be the venue for any action or proceeding that
<br />may be brought or arise out of, in connection with or by reason of this Agreement.
<br />3.13 Professional Licenses. Recipient shall, throughout the term of this Agreement,
<br />maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the
<br />provision of the services hereunder and required by the laws and regulations of the United States, the
<br />State of California, the City of Santa Ana and all other governmental agencies. Recipient shall notify
<br />the City immediately and in writing of its inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
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