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promotion,wt7tlinalion or other e111ploynlcnl related Aolivillcs or ally sctvicess provided haler this
<br /> Agreement, Consultant of litlus that it i:1 all equal Opixlt full lty colployal.and shall comply with all
<br /> applicable,federal,state and local laws and regulaliolts.
<br /> 13. EXCLUSIVITY AND AMENDMENT
<br /> This A1trvamenl repivients the carinpidte and exclusive sla(emeut between file City and
<br /> C,'outrnotor,alld supersedes any and all other agreanwm,oral or wriltcn,between the parties. In
<br /> the event of a conflict betwoon the terns of this Agreement and any attachments hereto,the terms
<br /> of IIIi t Agrt errant shall prdvai(. This Agreement may not be modified oxcept by written instrument
<br /> signed by the City and by an authorized representnlive(If Contractor, The parties agree Ihat any
<br /> terinsr or conditions of any purchase order or other insftusnent (fiat are inconsistent with, or in.
<br /> addition to,the terms and conditions hereof,shall not bind or obligate Consultant ortho City.Bach
<br /> party to this Agreement acknowledges that no represcruations, inducements, promises or
<br /> agreements,orally or olhcrwise,have bean made by any party,or anyona acting on bellalf of any
<br /> panty,which is not embodied herein.
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br /> 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 Contractors retained by City.
<br /> IS. TERMINATION
<br /> This Agreement may be terminated by the City prior to July 24,2025 with written notice
<br /> of termination, In such event,Consultant shall refund City for any payment made.
<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. 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 Stale of California. Both parties further agree that
<br /> Orange County,California,shall be the venue for any action or proceeding that may be brought or
<br /> arise out of,in connection with or by reason of this Agreement,
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