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agreements, orally or otherwise, have been made by any party,,or anyone acting on behatf'of any, <br />party, which is not embodied herein. <br />p}` <br />14, ASSIGNMENT d (� h <br />y <br />inasmttch as hi Agreement rs intended3ta secure the speeralized services of Contractor, <br />Consultant may not assign" transfer, deCegate; dt snbcontra^,any interest herein without thepriar <br />written con ent of the tatty and any suCfi astgntrreaY, trans%r, delegation or subcontract without <br />the City'sprior written consent shall be c`onsiderednull_atid void. Nothing in this Agreement shall <br />be construed to )itnit the' City's abrirty fo have any of the"services which are the suhi1ect to this <br />15. TERMIN) <br />,y'personne4 or by other.Contractors retained by City. <br />y. <br />eF �;�C�4*t� lY Y�Rtc <br />ti fi� <br />g <br />' be terminated byaUe City upon thirty (30) days written notice of <br />!onsultani shall be enfitled to receive and the City shall pay Consultant <br />yes performed.6y Consultant prior to receipt of such notice of <br />stowing conditions: <br />of such payment, the Executive Director may require Consultant to <br />City all work product(s) completed as of, such date, and in such case <br />duct shad be the property of the City unless prohibited bylaw, and <br />insents to the City's use thereof for such purposes as the City deems <br />d not be made for work which fails to meet the standard of <br />specified in Recitals of this Agreement, <br />k 's <br />,f breach, failure of any condition, or any right or remedy contained in or <br />§ions of this Agreement shall be effective unless it is in writing and signed by <br />breach, failure, tight or remedy. No waiver of any breach, failure or right, or <br />med a waiver of any other breach, failure, right or remedy, whether or not <br />waiver constitute a continuing waiver unless the writing so specifies. <br />'ION :VENUE <br />sent has been executed and delivered in the State of California and the validity, <br />rmance; and enforcement of any of the clauses of this Agreement shall be <br />i <br />erned by laws of the State of California. Both parties further agree that <br />.fomia, shall be the venue for any action or proceeding that may be brought or <br />action with or by reason of this Agreement. <br />Page 6 of 8 <br />3 <br />