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purchase order or other instrument that are inconsistent with, or in addition to, the terms or conditions
<br />hereof,shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant 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 the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject to this Agreement
<br />performed by City personnel or by other consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City with thirty (30) days written notice of
<br />termination to the Consultant.
<br />a. As a condition of such payment, the City may require Consultant to deliver to the City al I
<br />the work product completed as of such date, and in such case such work product shall be the property
<br />Of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes
<br />as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />13. NON DISCRIMINATION
<br />Consultant shall not discriminate because of race,, color, creed, relation, sex; marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities or any activities under this Agreement. Consultant affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br />14. 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
<br />determined and governed by the laws of the State of California. Both parties further agree that Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br />in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and
<br />required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana
<br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of
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