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12. TERMINATION OF AGREEMENT
<br />This Agreement may be terminated by the City Manager or Executive Director of the
<br />Community Development Agency, upon written notice of termination to Consultant. In such event, Consultant
<br />shall be entitled to receive and the City shall pay Consultant compensation for all services performed by
<br />Consultant prior to Consultant's receipt of such notice of termination, subject to the following condition:
<br />Payment need not be made for work that fails to meet the standard of performance specified
<br />on Section 4 of this Agreement.
<br />13. MISCELLANEOUS PROVISIONS
<br />(a) Consultant covenants that it presently has no interest, and shall not have any interest,
<br />direct or indirect, which would conflict in any manner with the performance of services required hereunder,
<br />(b) Consultant certifies that it will not discriminate against any emloyee or applicant for
<br />employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
<br />disability, medical condition, marital status, sex or age, in compliance with Government Code 12900, et seq.
<br />Consultant agrees to take affirmative action to insure that applicants are employed, and that employees are
<br />treated during employment, without regard to their race, religious creed, color, national origin, ancestry,
<br />physical disability, mental disability, medical condition, marital status, sex or age.
<br />(c) Consultant shall not assign or transfer any interest in this Agreement, whether by
<br />assignment or novation, without the prior written consent.of the City Manager or Executive Director of the
<br />Community Development Agency; provided, however, that claims for money due or to become due from the
<br />City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a
<br />trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly
<br />furnished to the City Manager or Executive Director of the Community Development Agency.
<br />(d) Consultant agrees that Consultant is an independent Contractor and not an employee of
<br />the City of Santa Ana and all Consultants' personnel shall be employees or sub -Contractor of Consultant and
<br />not employees of the City. Consultant shall pay all salaries and wages, employer's Social Security taxes,
<br />unemployment insurance and wages, and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />(e) Consultant shall not subcontract any of the services required hereunder without prior
<br />written approval of the City Manager or Executive Director of the Community Development Agency.
<br />(f) Consultant reserves the right to effect changes in form or name, including, but not limited
<br />to changes from individual proprietorship, partnership or corporation to any other such form of organization,
<br />and likewise reserves the right to add, substitute or delete stockholders, partners, associates and employees.
<br />This Agreement shall continue in effect with regard to Consultant under its new form or name without the
<br />necessity of any amendment to this Agreement. The City Manager or Executive Director of the Community
<br />Development Agency shall be promptly notified of any such change in form or name.
<br />(g) The invalidity in whole or in part of any provision of this Agreement shall not void or affect
<br />the validity of any other provision of this Agreement.
<br />(h) This Agreement shall be governed by and construed in accordance with the laws of the
<br />State of California.
<br />(i) This Agreement supersedes any and all other Agreements either oral or in writing between
<br />the parties hereto with respect to the services set forth in Section 2 and Exhibit A of this Agreement and
<br />contains all the covenants and Agreements between the parties with respect thereto. Each party to this
<br />Agreement acknowledges that no representation, inducements, promises or agreements have been made
<br />orally.
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