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14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant 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 prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the
<br />City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other consultants retained by City.
<br />15. WAIVER
<br />No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by
<br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
<br />the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a
<br />waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute
<br />a continuing waiver unless the writing so specifies.
<br />16. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination.
<br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for
<br />all services performed by Consultant prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, City may require Consultant to deliver to the City all work
<br />product completed as of such date, and in such case such work product shall be the property
<br />of the City unless prohibited by law, and Consultant consents to the City's use thereof for
<br />such purposes as the City deems 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 />17. NONDISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities
<br />or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />18. 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 determined
<br />and governed by the laws of the State of California, Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />256610
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