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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
<br />Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Consultant. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate
<br />Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on lbehalf of any
<br />party, which are not embodied herein. I
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City
<br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of
<br />the services which are the subject to this Agreement performed by City personnel or by other consultants retained
<br />by City. ,
<br />12. 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 City
<br />all work product completed as of such date, and in such case such work product shall be the property of the
<br />City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
<br />City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex (including gender identity
<br />and gender expression), marital status, sexual orientation and genetic characteristics (including genetic tests of
<br />the individual or the individual's family, and manifestation of a disease or disorder in the individual's family
<br />members, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in recruitment,
<br />selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and enforcement
<br />shall be government and construed in accordance with the laws of the State of California. This Agreement has
<br />been executed and delivered in the State of California and the validity, interpretation, performance, and
<br />enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State
<br />of California. Both 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 />/ or Santa Ana Human Kesources uepartment
<br />for Medical Services Review—August 27, 2018
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