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<br /> <br /> <br /> <br /> <br /> <br />8. ASSIGNMENT <br /> <br />The Consultant shall not assign the performance of this Agreement, nor any part thereof, <br />nor any monies due hereunder, without prior written consent of the City. Upon termination of this <br />Agreement, Consultant's sole compensation shall be payment for actual services performed up <br />to, and including, the date of termination or as may be otherwise agreed to in writing between the <br />City Council and the Consultant. <br /> <br />9. LICENSES <br /> <br />At all times during the term of this Agreement, Consultant shall have in full force and effect, <br />all licenses required of it by law for the performance of the services described in this Agreement. <br /> <br />10. GOVERNING LAW <br /> <br />The City and Consultant understand and agree that the laws of the State of California shall <br />govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern <br />the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in <br />the municipal, superior, or federal district court with geographic jurisdiction over the City of Santa <br />Ana. In the event such litigation is filed by one party against the other to enforce its rights under <br />this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to <br />reasonable attorney fees and litigation expenses for the relief granted. <br /> <br />11. ENTIRE AGREEMENT <br /> <br />This Agreement contains the entire understanding between the parties relating to the <br />obligations of the parties described in this Agreement. All prior or contemporaneous agreements, <br />understandings, representations and statements, oral or written, are merged into this Agreement <br />and shall be of no further force or effect. Each party is entering into this Agreement based solely <br />upon the representations set forth herein and upon each party's own independent investigation of <br />any and all facts such party deems material. <br /> <br />12. AUTHORITY TO EXECUTE THIS AGREEMENT <br /> <br />The person or persons executing this Agreement on behalf of Consultant warrants and <br />represents that he or she has the authority to execute this Agreement on behalf of the Consultant <br />and has the authority to bind Consultant to the performance of its obligations hereunder. The Risk <br />Management Department is authorized to enter into an amendment on behalf of the City to make <br />the following non-substantive modifications to the agreement: (a) name changes; (b) extension <br />of time; (c) non-monetary changes in scope of work; (d) agreement termination.