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15. ASSIGNMMNT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer,delegate,or subcontraot any interest herein without the prior written consent of the City and any such assignment,transfer,delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. '16. TE MNATION This Agmement may be terminated by tha.City upon thirty (30) days written notice of termination. in such event,Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination,subject to the following conditions.. a. As a condition of such payment,ilia l?xecutive Director may require Contractor to deliver to the City all work produot(s)completed as of such date,and in such case such work product shall be the property of the City wale%s prohibited by law,and Contractor consents to the City's use thereof for such purposes as the City deoms appropriate. b; Payment need not be made for work which fails to ineet the standard of performance specified in the Rscltals of this Agreement. 17. ''W'ATWR No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless It is in writing and signed by the party waiving the breach,failure,right or remedy.No waiver of any breach,failure or right,or rornady shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor%ball any waiver constitute a continuing waiver unless the writing so specifies. 18. JUIOSDICTION-"fit NVE This Agmea ant has been exormted and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Audi patties further'agree that Orange County,California,shall by the venue for any action or proceeding that may be brought or arise out of,in connection with or by reason ofthis Agreement. 19. )PRO1+E88ICINAL LICYNSRS Contractor shall, throughout the term of this Agreement,maintain all necessary licenses, permits,approvals,waivers,and exemptions.necessary for the provision of the services hereunder and required by the laws and regulations of the United States,the State of California,the City of Santa Ana and all other governmental agencies. Contractor 911411 notify the City immediately and Page 8 of 10