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Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City,
<br />16. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
<br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
<br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
<br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />17. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) 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 of
<br />termination, subject to the following conditions;
<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Consultant consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />18, NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, 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
<br />other employment related activities or in connection with any activities under this Agreement.
<br />Consultant affirms that it is an. equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />19. JURISDICTION -VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange Cormty, California, shall be the venue for any action or proceeding that maybe brought or
<br />arise out of, in connection with or by reason of this Agreement.
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