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14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services ol'Consulttult, <br />y interest <br />le prior <br />Consultant may not oft assign and any s tle asslgmnent,pate olrtmsfer, deft gafoniai subcotttracterein without lwithout <br />written sent <br />void. Nothing <br />the ity Cued to limit the1C'tty'slaill ill beity orisid e ailyraf the Services Which are the subject to tills <br />be ° Personnel or by enter Of tale s r retained by City. <br />Agreement pet'forlued by City p <br />15. TERMINATION s written notice or <br />This Agreement may be terminated by tile days City upon thirty (30) Yay <br />telitiinatfan, In such event, Considtaut shall be enlitied to receive crlltotile ec ipt lot��sutel Cnot ceaOr <br />compensation for all services perfor9ned Uy Consultant p <br />termination, subject to the following conditions. <br />a• As a condition of site" sultant to <br />paynPl'Od tile I' complete(, Direct()" <br />s otf such (lateMay l,landvilllsuch case <br />deliver to the City ail work pr'oduct(s) <br />such work product shall be the property of the City artless Prohibited by law, titxl <br />Consultant coltseots to the Cfty's use thereof for such purposes as the City deems <br />appropriate, <br />b. payineon 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 Uie<lch, failure of tiny condition, ar ally right or rented: ionttuuecl is cr <br />granted by rile Provisions of tars Agreefailure I. i ment shall Uc effective unless it is in writing and signed by <br />teen eery wal oe ccle� etl�alwaiver ofally otherlbreach,�Fwlu e, right or reineb re sell, dy, whether fitillne or ortnct <br />Similar, nor sliail tiny waiver. constitute a continuing waiver unless t"a writing so specifies. <br />17, JURISDICTION -VENUE <br />Agreement shall be <br />This Agrccnlotlt has Uccu executed rind delivered in tilc State of CnitCornia and the validity, <br />interpretation, performance, and enrarcement of any at' the clauses of Pats A{ <br />determined and governed by the laws of the State of Ctiii n Or Proceeding <br />• Beth parties further agree that <br />Orange County, Cali foiltia, sliail be, the veucle for tiny action or procecdiugthat may be brought or <br />arise Out of, in connection with 01' by reasoll;of this Agreement. <br />IS, PROFESSIONAL LICENSES <br />Cousuhanl shall throng"out the term of this Agroornent, nlaillia'" all. necessary licenses, <br />permits, approvals, waivers, trod exemptions necessary far the prpvltiuw of the ..services hereunder <br />lif <br />tuxl required <br />a Ana and atLothtn govertnnia tile City of <br />vs and nellt£diagencins of es, Consultant shall notify tile Ciitytiimmcdit Pixy and <br />Sant <br />Page 6 of 7 <br />