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CITY OF SANTA ANA
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<br />any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use
<br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
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<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.
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<br />CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would
<br />conflict in any manner with performance of services specified under this Agreement.
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<br />NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,
<br />gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status,
<br />age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
<br />teaching, training, utilization, promotion, termination or other employment related activities or any services provided
<br />under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
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<br />EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes
<br />any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of
<br />this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative of Contractor. The
<br />parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or
<br />in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
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<br />ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />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.
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<br />TERMINATION
<br />This Contract may be terminated by the City upon thirty (30) days written notice of termination. In such event,
<br />Contractor shall be entitled to receive and the City shall pay Consultant compensation for all services performed by
<br />Contractor 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 Contractor 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
<br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for
<br />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.
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<br />WAIVER
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<br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this
<br />Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or
<br />remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure,
<br />right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so
<br />specifies.
<br /> SAMPLEEXHIBIT 1
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