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CITY OF SANTA ANA
<br />RFP NO.: 24-003
<br />CLOSED CIRCUIT TELEVISION (CCTV) INSPECTION OF SANITARY SEWERS
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant regarding the subject matter herein, and supersedes any and all other agreements,
<br />oral or written, between the parties. In the event of a conflict between the terms of this Agreement
<br />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
<br />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
<br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are 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 the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are the
<br />subject to this Agreement performed by City personnel or by other Consultants retained by City.
<br />16. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
<br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party
<br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy
<br />shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,
<br />nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />17. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of
<br />termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work
<br />product shall be the property of the City unless prohibited by law, and Consultant consents
<br />to the City's use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />18. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />City of Santa Ana RFP 24-003
<br />Closed Circuit Television (CCTV) Inspection of Sanitary Sewers
<br />Page 34
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