WALKER PARKING CONSULTANTS/ENGINEERS INC. dba WALKER CONSULTANTS

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a duly executed Change Order or to expend previously authorized contingent funds to cover expenses for work or services agreed to by the Parties but exceeding the amounts initially specified under the Compensation provisions of this third Agreement or thereby make changes by altering, adding to or deducting from said work or services. b) Change Order No extra work or services as set forth in subsection (a) above may be undertaken unless a written "Change Order" is first given by the Contract Officer to the Consultant, incorporating therein in the contract and/or the time to perform this third Agreement, which said adjustments are subject to the written approval of the Consultant. 16. TERMINATION This third 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 Executive Director 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. b) Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this third Agreement. 17. NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this third Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this third Agreement shall be determined and governed by the laws of the State of California. Both Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this third Agreement.