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13. ASSIGNMENT <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the <br />prior written consent of the City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are the <br />subject to this Agreement performed by City personnel or by other consultants retained by City. <br />14. TERMINATION <br />See Exhibit A <br />15. 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 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 retnedy, whether or not <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />16. 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. Both parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />18. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br />Page 5 of 7 <br />25C-7 <br />