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(9)
<br />CITY OF SANTA ANA
<br />Auditor shall promptly notify City should Auditor, its officers, employees, agents or subcontractors be served
<br />with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request
<br />for Admissions or other discovery requests from any party regarding this agreement and the work performed
<br />hereunder. City retains the right, but not the obligation, to represent Auditor and /or to be present at any deposition,
<br />hearing, or similar proceeding. Auditor agrees to cooperate fully with City and to provide City with the opportunity
<br />to review any response to discovery requests provided by Auditor. However, City's right to review any such
<br />response does not imply or mean the right by City to control, direct, or rewrite said response.
<br />City warrants that Auditor will have fully met the requirements of this provision by obtaining City's written
<br />approval prior to providing documents, testimony, or declarations; Consulting with City before responding to a
<br />Subpoena or court order; in the case of depositions upon providing Notice to City of same; or providing City
<br />opportunity to review discovery responses prior submission. For purposes of this section, a written authorization
<br />from City shall include a "faxed" letter
<br />10. CONFLICT OF INTEREST CLAUSE
<br />AUDITOR covenants that neither it nor any officer or principal of their firm have any interests, nor shall they
<br />acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their
<br />services hereunder. AUDITOR further covenants that in the performance of this Agreement, no person having such
<br />interest shall be employed by them as an officer, employee, agent, or subcontractor.
<br />11. NON-DISCRIMINATION
<br />Auditor 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. Auditor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Auditor, and
<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 Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized representative of Auditor.
<br />The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br />or in addition to, the terms and conditions hereof, shall not bind or obligate Auditor 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.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Auditor, Auditor 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 Auditors retained by City.
<br />14. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such
<br />event, Auditor shall be entitled to receive and the City shall pay Auditor compensation for all services performed by
<br />Auditor prior to receipt of such notice of termination, subject to the following conditions:
<br />City of Santa Ana RFP No. 24-009 Page 28 of 37
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