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16. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. <br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for <br />all services performed by Contractor prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product(s) completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents <br />to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement, <br />17. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the <br />provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the <br />breach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall be deemed a <br />waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute <br />a continuing waiver unless the writing so specifies. <br />18, TURISDICTION - 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 determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />19, PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and rogalations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Contractor shall notify the City immediately and in writing of. its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be <br />cause for termination of this Agreement. <br />20. MISCELLANEOUS PROVISIONS <br />a, Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />Page 6 of 8 <br />