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compensation for all services performed by Consultant prior to receipt Of such notice of <br />ternnination, subject to the following conditions; <br />a. As a condition of such payment, the Executive .Director may requite ConsuChantto <br />deliver to the City all won9t products) completed as of such date, and in such Dare <br />such work product shall be rhe 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 neednot 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, fuilute of any condition, or any right or remedy contained iii or <br />granted by the provisions of tivs 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 d'eenied 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 Agreerrienthas 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, Califoniia, shall be the venue for any action or proceeding Haat maybe brought or <br />arise out of in connection with or by reason of this Agreeinentt <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 provisions of the services hereunder <br />and required by the laws and regulations of theUnited States, the State of California, the City of <br />Santa Ana and all other governmental agencies, Consultant shall notify the City immediately and <br />ill writing of its inability to Obtain or maintainsuch permits, licenses, approvals, waivers, and <br />exemptions, Said inability shall be cause for termination of this Agreement. <br />19, MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their a espeetivc parties to each of the terms of <br />this Agreemeint, and shall :indemnify City fully, including reasonable costs and <br />attorney's fees, for any inju rles or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn, <br />b, All Exhibits referenced herein and attached hereto shah be incorporated as if Fully <br />sex' forth in the body of this Agreemont. <br />Page 6 of 8 <br />