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City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability <br />to have any of the services which are the subject to this Agreement performed by City personnel or by <br />other contractors retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) calendar days written notice of <br />termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation <br />for all services performed by Vendor prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Vendor to deliver to <br />the City all work product(s) completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and Vendor consents to the City's <br />use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance specified <br />in the Recitals of this Agreement. <br />15. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed <br />a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver <br />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 determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />Vendor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Vendor shall notify the City immediately and in writing of its inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />Page 6 of 8 <br />