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* The City of Santa Ana did not agree to the below stated contract changes, and they were not included in the final agreement considered for approval by the City Council. otherwise, have been made by any party, or anyone aotingon behalf of any party, which is not embodied herein. 15. ASSIGNMENT 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 such assigrinyont, 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 consultants retained by City. 16, TERMINATION This Agreement may be terminated by the City o r C o n. a I t a n t 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 reee4A-ef-such notice of termination, suhleot to the following conditions: A. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(g) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, subject to the provisions oi' ection 6. b. Payment need not be made for work which fails to meet the standard or performance specified intheltecitals of this Agreement. 17, WAIVER 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 sighed by the party waiving the breach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed 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. Both 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 with orby reason ofthis Agreement. 10657s28;11 City of Santa Ana RFP PageA2.6