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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 Agreem"t performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be'torn- ianted by the 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 performer, by Consultant Prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of'such payme nt the Executive )director may require Consultant to deliver to the, City all work ptecluct(s) completed as of such date, and in such case such work product Shall be the property of the City unless prohibited bylaw, and Consultant consents 10 the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance Specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any light 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 remedy shall be deemed a waiver of any other breach, failure, right or remmedy, whether or not similar, -nor shall any waiver constitute a continuing waiver unless the writing so specifics. - 18, JURISDICTION VENUE This Agreement has been executed atacl delivered ill the State of California and the validity, interpretation, performance, and enforcement orally of the clauses of this Agreement shall be determined and governed by the taws 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, ill connection with or by reason of this Agreement, 19. PROFESSIONAL LICENSES Consultant .shall, throughout the term of this Agreement, maintain allnecessary licenses, permits, approvals, waivers, mid 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 othergoverilanental agencies. Consultant shall notify the City immediatelyand in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS It. Each undersigned represents and warrants that its signature hcrein below has the power, Page 6 Of