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13. A:SSTCxN1V.fr1!T Inasmuch 'as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate,, or subcontract any interest herein without the prior written consent of the City and any suoh assignment, transfer, delegation or -subcontract without the City's prior written consent shall be considered mull and void, Nothing in this Agreement shall he construed to limit the City's ability to have any ofthe services, which are the subject to this Agrecmentgerformed by City personnel or by other Consultants retained by City. '14. TERMINATION This Agreement maybe terminated bythe City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the,City shall pay Consultant compensation for all services performed by' Consultant prior to receipt of such noticeof terminati conditions: on, subject to the fallowing a. As a condition of such payments the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product'sball be the property pfthe City unless prohibited by law and Consultant consents to the City's use -thereof for such purposes, as the City deems appropriate. b; Payment need not be made far work that fails to meetthe standard ofperformance specified in the keottals of this Agreement. IS. WAIVER No waiver of breach, failure of any condition, or any right or remedy containedin or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breaoh, failure, right or remedy. 'No waiver of any breaah, failure or right, :or xemedy shall be deemed a wkiver of any other breach, failure, right or remedy, whother, or not similar, nor shall any waiver constitute a continuing waiver, unless the writing so specifies. 16. JyMSDICTION - °iIGIN'UB This Agreement has been executed and delivered in the State of California and the validity, interpretation, 'perfo finance, and enforeeataent of any ofthe clauses of this Agreement shal l be determined and governed by the laws of the State of`Califorma. 13oth parties further agree that orange County, California, shall be the venue for any action or proceeding that may be 'brought or arise out of, in connection withor by reason ofthis Agreement: 17. PROFESSIONAL LICE XSE 8 Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, hermits; approvals, waivers, and exemptions necessary for the pr Vision of the services hereunder and required by the laws and regulations of the'United States, the State a# California, the City of SAnta;Ana and all other, governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be Page 7 of 9