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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 that are the subject to this
<br /> Agreement performed by City personnel or by other contractors 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,
<br /> or 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,Contractor shall be entitled to receive and the City shall pay Contractor
<br /> compensation for all services performed by Contractor 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 Contractor 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 /> Contractor 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 that fails to meet the standard of performance
<br /> specified in the Recitals of this Agreement.
<br /> 18. NON-DISCRIMINATION
<br /> Contractor shall not discriminate because of race, color,creed,religion, sex,marital
<br /> status, sexual orientation, gender identity, gender expression, gender,medical conditions, genetic
<br /> information, or military and veteran status, age,national origin, ancestry,or disability, as defined
<br /> and prohibited by applicable law,in the recruitment, selection, teaching,training,utilization,
<br /> promotion,termination or other employment related activities or any services provided under
<br /> this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply
<br /> with all applicable 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 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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