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14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized set -vices 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 assignineriLl transfer, delegation or subcontract without <br />die City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be consti-ded 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 City. <br />15, TERIM.1NATION <br />this Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. fn such event. Consultant shall be entitled to receive and the City shrill pay Consultant <br />compensation for all services performed by Consultant prior to receipt Of such notice Of <br />termination, subject to the following condition,;: <br />a. As a condition Of'such payment, the Executive Director may require Consultant to <br />deliver to the City all work product(s) completed as of such date, and in such case <br />such work product shall be the property of the City unless prohibited by law. and <br />Consultant consents to the City's use thereof for such purposes as the City deenis <br />appropriate. <br />b. payment need not be made for work which falls to meet the standard of <br />perfonnancc, specified in the Recitals of this Agreement. <br />16. WAIVER <br />Na waiver of breach, Failure of any condition, or any right or remedy contained in or <br />granted by the provisions, of this Agreement shall be 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, right or remedy, whether or 1101 <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />17. JURISDICTION - VENUT <br />This Agreement has been executed and delivered in the State of Califorma an([ the validity, <br />interpretation, performance, and crthorcernent 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 <br />Orange County, California, shall be the VCF)Ue for any action or proceeding that may be 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 ofthis Agoreernent, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the i-frifted States, the State of California, the City Of <br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and <br />Page 6 of 8 <br />