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12. ASSIGNABILITY. CVUSC will not assign this Agreement without CRPD's prior written approval. 13. INDEPENDENT CONTRACTOR. CVUSC or its designee will act as an independent contractor and will have control of all work and the manner in which it is performed. Any provision in this Agreement that may appear to give CRPD the right to direct CVUSC as to the details of doing the work or to exercise a measure of control over the work means that CVUSC will follow the direction of CRPD as to end results of the work only. 14. COMPLIANCE WITH LAW. CVUSC must comply with all of the requirements of all Municipal, State and Federal authorities now in force, or which may subsequently be in force, pertaining to this Agreement and will faithfully observe while performing this Agreement all Municipal ordinances and State and Federal statutes now in force or which may subsequently be in force. The judgment of any court of competent jurisdiction, or the admission of CVUSC in any action or proceeding against CVUSC, whether CRPD be a party thereto or not, that CVUSC has violated any such ordinance or statute in performance of this Agreement will be conclusive of that fact as between CRPD and CVUSC. 15. NON-DISCRIMINATION. CVUSC agrees that in the performance of the Agreement and in the provision of any service or services funded in while or in part by the grant made by CRPD to CVUSC pursuant to this Agreement, CVUSC will not unlawfully discriminate against any other person on the grounds of sex, race, creed, color, national origin, religion, age, marital status, or disability. 16. WAIVER. In no event will any payment by CRPD or any acceptance of payment by CVUSC hereunder constitute or be construed as a waiver by CRPD or CVUSC of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of CRPD or CVUSC, and the making of any such payment while any such breach or default will exist will in no way impair or prejudice any right or remedy available to CRPD or CVUSC with respect to such breach or default. 17. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of, the State of California and exclusive venue for any action involving this Agreement will be in Ventura County. 18. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties. There are not other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 19. AUTHORITYIMODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This