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City. Each party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party,
<br />which are not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor 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 the
<br />City's 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 Agreement
<br />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 granted
<br />by the provisions of this Agreement shall be effective unless it is in writing and signed by the party
<br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall
<br />be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any
<br />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 termination,
<br />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 such
<br />work product shall be the property of the City unless prohibited by law, and Contractor
<br />consents to the City's use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which 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, relation, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities or in connection with any activities under this Agreement. Contractor affirms that it
<br />is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />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 Orange
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