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addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded,
<br />11. EXCLUSIVITY AND AMENDMENT
<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, oral
<br />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, that terms and conditions hereof, shall not
<br />bind or obligate Consultant nor 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 />I?. 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 prior
<br />written consent of the City and any such assiarunent, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void.. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other Consultants retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (JO) days written notice of
<br />termination. 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 off termination,
<br />subject to the following conditions:
<br />a. Asa condition of such payment, the City of Santa Ana 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 bylaw, and Consultant
<br />consents to the City's use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work, which rails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />14. DISCRIVI €NATION
<br />Consultant shall not discriminate because o €race, color, creed, religion, sex, marital,
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
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