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Exhibit 1
<br />5.0 TERM
<br />5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this
<br />Agreement shall begin on the Effective Date and continue in full force and effect until July 31,
<br />2019. The term of this Agreement may be extended upon a writing executed by both parties, including
<br />the City Manager and the Successor Agency Legal Counsel.
<br />5.2 Termination Prior to Expiration of Term. Either party may terminate this
<br />Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other
<br />party. Upon receipt of the notice of termination, the Consultant shall immediately cease all work or
<br />services hereunder except as may be specifically approved by the Contract Officer.
<br />6.0 MISCELLANEOUS
<br />6.1 Covenant Aeainst Discrimination. Consultant covenants that, by and for
<br />itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
<br />be no discrimination against or segregation of, any person or group of persons on account of race,
<br />color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
<br />Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that
<br />employees are treated during employment without regard to their race, color, creed, religion, sex,
<br />marital status, national origin or ancestry.
<br />6.2 Non -liability of Successor Aeencv Officers and Employees. No officer or
<br />employee of the Successor Agency shall be personally liable to the Consultant, or any successor in
<br />interest, in the event of any default or breach by the Successor Agency or for any amount which
<br />may become due to the Consultant or to its successor, or for breach of any obligation of the terms of
<br />this Agreement.
<br />6.3 Conflict of Interest. No officer or employee of the Successor Agency shall
<br />have any financial interest, direct or indirect, in this Agreement nor shall any such officer or
<br />employee participate in any decision relating to the Agreement which affects his financial interest
<br />or the financial interest of any corporation, partnership or association in which he is, directly or
<br />indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that
<br />it has not paid or given and will not pay or give any third party any money or other consideration
<br />for obtaining this Agreement.
<br />6.4 Notice. Any notice, demand, request, document, consent, approval, or
<br />communication either party desires or is required to give to the other party or any other person shall
<br />be in writing and either served personally or sent by prepaid, first-class mail, in the case of the
<br />Successor Agency, to the City Manager and to the attention of the Contract Officer, Clerk of the
<br />Council, City of Santa Ana, 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, California
<br />92702-1988, and in the case of the Consultant, to the person at the address designated on the
<br />execution page of this Agreement.
<br />6.5 Interpretation. The terms of this Agreement shall be construed in accordance
<br />with the meaning of the language used and shall not be construed for or against either party by
<br />reason of the authorship of this Agreement or any other rule of construction which might
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<br />SA -3-9
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