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EXHIBIT 2 <br />15. TERMINATION <br />This REAP Agreement may be terminated by the Contractor upon thirty (30) days <br />written notice of termination. In such event, Subcontractor shall be entitled to receive and the <br />Contractor shall pay Subcontractor compensation for all services performed by ceSubcontractorvele <br />Prior to receipt of such notice of termination, subject to the following conditions: <br />ition of such payment, the Executive Director may requre <br />Subcontractor to -deliver todthe Contractor all wok product(s) completedas of such date, andtin <br />such case such work product shall be the property of the Contractor unless prohibited by law <br />deems appropriate. , <br />and Subcontractor consents to the Contractor's use thereof for such put -poses as the Contractor b. Payment need not be made for work that fails to meet the standard of performance <br />Specified in the Recitals of this HEAP 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 HEAP Agreement shall be effective unless it is in writing and <br />signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure <br />or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, <br />whether or not similar, not shall any waiver constitute a continuing waiver unless the speciwriting so <br />specifies. <br />17, JURISDICTION - VENUE <br />This LEAP Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this HE <br />Agreement shall be determined and governed by the laws of the State of California, Both parties <br />further agree that Orange County, California, shall be the venuc for any action or proceeding that <br />may be brought or arise out of, in connection with or by reason of this HEAP Agreement. <br />18. PROFESS.IONAL LICENSES <br />Subcontractor shall, throughout the term of this HEAP .Agreement, maintain all necessary <br />hereunder and required by the laws and regulations of the United States, the State of <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of tho services <br />, <br />California <br />the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the <br />Contractor immediately and in writing of its inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for trmination ofthis <br />HEAP Agreement. <br />19. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this HEAP <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />25C-13 <br />