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5.0 TERM
<br />5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this
<br />Agreement shall begin on the Effective Date and continue in full force and effect until December
<br />31, 2015. There is a one-year option to extend this Agreement subject to approval of both parties.
<br />5.2 Termination Prior to Expiration of Tenn. Either party may terminate this
<br />Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other
<br />party. Upon receipt of the notice of termination, the Consultant shall immediately cease all work or
<br />services hereunder except as may be specifically approved by the Contract Officer. In the event of
<br />termination by the City, the Consultant shall be entitled to compensation for all services rendered
<br />prior to the effectiveness of the notice of termination and for such additional services specifically
<br />authorized by the Contract Officer and the City shall be entitled to reimbursement for any
<br />compensation paid in excess of the services rendered.
<br />6.0 MISCELLANEOUS
<br />6.1 Covenant Against Discrimination. Consultant covenants that, by and for
<br />itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
<br />be no discrimination against or segregation of, any person or group of persons on account of race,
<br />color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
<br />Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that
<br />employees are treated during employment without regard to their race, color, creed, religion, sex,
<br />marital status, national origin or ancestry.
<br />6.2 Non-liabilityof Officers and Employees. No officer or employee of the
<br />City shall be personally liable to the Consultant, or any successor in interest, in the event of any
<br />default or breach by the City or for any amount which may become due to the Consultant or to its
<br />successor, or for breach of any obligation of the terms of this Agreement.
<br />6.3 Conflict of Interest. No officer or employee of the City shall have any
<br />financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
<br />participate in any decision relating to the Agreement which affects his financial interest or the
<br />financial interest of any corporation, partnership or association in which he is, directly or indirectly,
<br />interested, in violation of any State statute or regulation. The Consultant warrants that it has not
<br />paid or given and will not pay or give any third party any money or other consideration for
<br />obtaining this Agreement.
<br />6.4 Notice. Any notice, demand, request, document, consent, approval, or
<br />communication either party desires or is required to give to the other party or any other person shall
<br />be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
<br />to the City Manager and to the attention of the Contract Officer, Clerk of the Council, City of Santa
<br />Ana, 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, California 92702-1988, and in the
<br />case of the Consultant, to the person at the address designated on the execution page of this
<br />Agreement.
<br />6.5 Interpretation. The terms of this Agreement shall be construed in
<br />accordance with the meaning of the language used and shall not be construed for or against either
<br />party by reason of the authorship of this Agreement or any other rule of construction which might
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