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(9)
<br /> CITY OF SANTA ANA
<br /> 11. CONFLICT OF INTEREST CLAUSE
<br /> Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which
<br /> would conflict in any manner with performance of services specified under this Agreement.
<br /> 12. NON-DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br /> orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and
<br /> veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br /> recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities
<br /> or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall
<br /> comply with all applicable federal, state and local laws and regulations.
<br /> 13. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and Contractor, and
<br /> supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
<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 is not embodied 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 retained by City.
<br /> 15. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of termination. 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.
<br /> 16. WAIVER
<br /> No waiver of breach,failure of any condition,or any right or remedy 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
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