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or (e) is independently developed by the Consultant without reference to information
<br />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
<br />or indirect, which would conflict in any manner with performance of services specified
<br />under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, teaching, training,
<br />utilization, promotion, termination or other employment related activities or any services
<br />provided under this Agreement. Consultant affirms that it is an equal opportunity employer
<br />and shall 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
<br />Consultant, and supersedes any and all other agreements, oral or written, between the
<br />parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
<br />except by written instrument signed by the City and by an authorized representative of
<br />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,
<br />shall not bind or obligate Consultant or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is
<br />not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without
<br />the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void.
<br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the
<br />services which are the subject to this Agreement performed by City personnel or by other
<br />consultants retained by City.
<br />16. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay
<br />Consultant compensation for all services performed by Consultant prior to receipt of such
<br />City of Santa Ana RFP 23-123
<br />Page A2-6
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