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of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and
<br />conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement
<br />aelmowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by 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 written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other Consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of such
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
<br />to the condition that payment need not be made for work which fails to meet the standard of perfomnance
<br />specified in the Recitals of this Agreement.
<br />13, DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities,
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />14, VENUE
<br />The parties further agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, 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, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of this Agreement.
<br />15. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
<br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
<br />frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
<br />authority or power is not, in fact, held by the signatory or is withdrawn.
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