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party, which is not embodied herein. <br /> 14. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br /> written consent of the City and any such assignment, transfer, delegation or subcontract without <br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br /> be construed to limit the City's ability to have any of the services which are the subject to this <br /> Agreement performed by City personnel or by other Contractors retained by City. <br /> 15. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant <br /> compensation for all services performed by Consultant prior to receipt of such notice of <br /> termination, subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Consultant to <br /> deliver to the City all work product(s) completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> Consultant consents to the City's use thereof for such purposes as the City deems <br /> appropriate. <br /> b. Payment need not be made for work which fails to meet the standard of <br /> performance specified in the Recitals of this Agreement. <br /> 16. WAIVER <br /> No waiver of breach, failure of any condition, or any right or remedy contained in or <br /> granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br /> the party waiving the breach, failure,right or remedy.No waiver of any breach,failure or right, or <br /> remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br /> similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> 17. 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 <br /> determined and governed by the laws of the State of California. Both parties further agree that <br /> Orange County, California, shall be the venue for any action or proceeding that may be brought or <br /> arise out of, in connection with or by reason of this Agreement. <br /> 18. PROFESSIONAL LICENSES <br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br /> permits, approvals, waivers,and exemptions necessary for the provision of the services hereunder <br /> Page7of9 <br /> #19793v7 <br />