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Exhibit 1
<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
<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, the terms and conditions hereof, shall not bind or
<br />obligate Consultant or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which is not embodied herein.
<br />15. ASSIGNMENT
<br />hiasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not
<br />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
<br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any
<br />of the services which are the subject to this Agreement performed by City personnel or by other consultants
<br />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 City
<br />all work product(s) 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 Consultant consents to the City's use thereof for such purposes
<br />as the 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 />17. 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,
<br />right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other
<br />breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver
<br />unless the writing so specifies.
<br />18. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by
<br />the laws of the State of California. Both parties further agree that Orange County, California, shall be the
<br />venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />19. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
<br />waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and
<br />regulations of the United States, the State of California, the City of Santa Ana and all other governmental
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