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agreements, orally or otherwise, have been made by any party, or anyone acting on behal f of any <br />party, which is not embodied herein. <br />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 <br />written consent of the City and any such assigtunent, transfer„ delegation of subcontract without <br />the City's Priem written consent shall be considered null and void. ?'clothing in this. Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by Clty, <br />M TERMINATION. <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In Such event, Consultant Shalt be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of <br />termination, subject to the following, conditions: <br />a. As a condition of such payment, the Executive Director of Parks, Recreation and <br />Community Services may require Consultant to deliver to the City 4 work <br />product(s) completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by I'aw, and Consultant consents to the <br />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 <br />performance specified in the Recitals of this Agreement. <br />16. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shallbe effective unless it is in writing and signed by <br />the party waiving the breach, failure,, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, tight or remedy, whether or not <br />similar, nor shall arty waiver constitute a continuing waiver unless the writing so spcditesa <br />I7. 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. moth parties further agree that <br />Orange County, Califomia, shall be the venue for any action or proceeding that maybe brought or <br />arise out of, in connection with or by reason of this Agreement. <br />18. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />