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13. BACKGROUND CHECK Consultant and its employees, contractors, and officers having access to the Santa Ana Police Department will be required to undergo a comprehensive background check prior to Starting work under this Agreement. City reserves the right to reject the proposed on-site consultant if that person fails to pass a background inspection and/or to deny access to Consultant if any of Consultant's employees, contractors, and/or officers fail a background check. 14. ACCESS TO THE SANTA ANA POLICE DEPARTMENT Consultant's employees, contractors and officers with access to the Santa Ana Police Department will abide by all rules and regulations regarding use of the facility at all times. Any security access card given to Consultant for purposes of this Agreement will remain the property of the City of Santa Ana and will returned at the end of this Agreement or at any time during this Agreement when requested by City. Consultant will not allow access to the Santa Ana Police Department to any persons without approval of the City. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the tenns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest Herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Police Chief may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.