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* The City of Santa Ana did not agree to the below stated contract changes, and they <br />were not included in the final agreement considered for approval by the City Council. <br />to <br />otherwise, have been made by anyparty, oronyonc acting on behalfofany party, which is not embodied <br />10 <br />herein. <br />0 <br />15, ASSIGNMENT <br />4D <br />Inasmuch as this Agreement is intended to secure fire specialized services of Consultant, <br />Consultant may notassign, transfer; delegate, or subcontract any interest herein withoutthe prior written <br />consent ofthe City and any such assignment, transfer; delegation or subcootract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shalt be construed to limit <br />the City's ability to have any ofthe. services which are the subject to this :Agreement performed by City <br />personnel or by other consultants retained by City. <br />16. TERMINATION <br />This Agreement may be (eruinated by the City o r C o n s u 1 t g -upon thirty QG) days <br />written notice of termination. In such event, Consultant shall be entitled to receive and the City shall <br />pay Consultant oompeasatloo for all services potf'orrued by Consultant prior to reoeip!"efsuch notice <br />of termination, subject to the fbllowing-conditions: <br />:$ j <br />a. As a condition of such payment, the Executive Director may require Consultant tordeliver <br />to the City all work product(o) compictod as of such date, and in such cogs such work <br />product shall be the property of the City unlessprohibited by law, and Consultant <br />) <br />eortsontstotheCity's:ttsethereofforsuchpurposesastheCityrimmsappmpriate wbbeet <br />to he grovisions of Section 6. <br />0 I <br />b; Payment need. not be made for work which .fails to meet the standard of perfonnarice <br />y? <br />specified inthoRecitalsofthis..rlgieentent. <br />17. WAIVER <br />j <br />r <br />No waiver of breach, failure of any condition, or any right or comedy comaloed in or granted by the <br />) <br />provisions of this Agreement shall be effective unless it is In writing and signed by the party waiving the <br />breach, failure, right or. remedy. No waiver of any breach, failure or right, or remedy shall be deemed a <br />waiver of any other breach, failure, tight or remedy, whether or not similar, nor shall any waiver <br />k i <br />constiurte.acontinuing waiver unless the writing sospecifies. <br />s ` <br />18. JURISUICI'ION -VENUE <br />J <br />This Agreement has been executed and delivered in the State of California and the <br />1.t, <br />"Y <br />valfdtty, 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 <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, <br />in connection with or by reason ofthis Agreement. <br />s <br />t <br />) <br />{or35r3zs;i f City of Santa Ana RFP <br />v' <br />PogoA2.6 <br />\.y I <br />V�J I <br />^r <br />4; <br />25E-424 <br />r: 9 <br />