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Exhibit 7
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Provider, it
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's
<br />prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />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 Providers retained by City.
<br />14. 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 />15. TERMINATION
<br />Except as otherwise provided herein, this Agreement may be terminated by the City upon
<br />thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive
<br />and the City shall pay Provider compensation for all services performed by Provider prior to the
<br />effective date of termination.
<br />16. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />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. Provider affirms that it is an equal opportunity employer and shall comply with
<br />all applicable federal, state and local laws and regulations.
<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 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. This jurisdiction provision will
<br />survive expiration or termination of this Agreement.
<br />#21956v2
<br />25F-10
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