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signed by the City and by an authorized representative of Broker. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms
<br />and conditions hereof, shall not bind or obligate Broker or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Broker, Broker may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the
<br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
<br />shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability
<br />to have any of the services which are the subject to this Agreement performed by City personnel or by
<br />other consultants retained by City.
<br />13. TERMINATION
<br />This Agreement maybe terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Broker shall be entitled to receive and the City shall pay Broker compensation for all
<br />services performed by Broker prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, the City may require Broker to deliver to the City all work
<br />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 Broker consents to the City's use thereof for such
<br />purposes as the City deems appropriate,
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />14, NONDISCRIMINATION
<br />Broker 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 />or in connection with any activities under this Agreement. Broker affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />1.5. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, perfonmance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />16. PROFESSIONAL LICENSES
<br />Broker 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
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