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<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with. or in addition to, the terms and conditions hereof, shall not bind or obligate WINDS nor the
<br />CITY. Each party to this Agreement acknowledges that no represcntations, inducements,
<br />prnmises or agreemcnts, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
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<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of WINDS,
<br />WINDS may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the CITY and any such as~,igrunent, 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 WINDSs retained by CITY.
<br />
<br />12. TERMINATION
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<br />This Agreement may be terminated by either party upon thirty (30) days written notice of
<br />termination.
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<br />13. DISCRIMINATION
<br />
<br />WINDS shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. WINDS' affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
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<br />14. JURISDICTION - VENUE
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<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the elauses 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 />
<br />15. PROFESSIONAL LICENSES
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<br />WINDS shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision ofthe services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the CITY of Santa Ana and all other governmental agencies. WINDS shall notify the CITY
<br />immediately and in writing of her inability to obtain or maintain such permits, licenses,
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