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(9) CITY OF SANTA ANA
<br /> the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement
<br /> may not be modified except by written instrument signed by the City and by an authorized representative of
<br /> Contractor. 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 Consultant or the City.
<br /> Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally
<br /> or otherwise, have been made by any party, or anyone acting on behalf of any party, which isOr
<br /> bodied herein.
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may
<br /> not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br /> any such assignment,transfer,delegation or subcontract without the City's prior written consent shall be considered
<br /> null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services
<br /> which are the subject to this Agreement performed by City personnel or by other Contractors fined by City.
<br /> 15. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of termina ion. In such
<br /> event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br /> performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
<br /> a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
<br /> City all work product(s) completed as of such date, and in such case such work product shall be
<br /> the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br /> for such purposes as the City deems appropriate.
<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in
<br /> the Recitals of this Agreement. Nright
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<br /> 16. WAIVER
<br /> No waiver of breach,failure of any condition, oemedy contained in or granted by the provisions
<br /> of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right
<br /> or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach,
<br /> failure, right or remedy,whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing
<br /> so specifies.
<br /> 17. JURISDICTION -VENUE
<br /> This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br /> performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br /> laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any
<br /> action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br /> s
<br /> 18. PROFESSIONAL LICENSES
<br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br /> approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws
<br /> and regulations of the United States, the State of California, the City of Santa Ana and all other governmental
<br /> agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits,
<br /> licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 19. NOTICE
<br /> Any notice,tender,demand,delivery, or other communication pursuant to this Agreement shall be in writing
<br /> and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage
<br /> prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following
<br /> persons:
<br /> City of Santa Ana RFP 24-076 Page 57 of 73
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