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(9)
<br />CITY OF SANTA ANA
<br />except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to
<br />protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"
<br />shall include all nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either
<br />party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession
<br />of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Consultant without reference to information disclosed by the City.
<br />12. 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 />13. 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 />14, 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 />15. 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 />16. 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 />17. WAIVER
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