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DocuSign Envelope ID: 85A15EAD-F9AE-4B80-8EE6-FBACB34C4780
<br />as of such date, and in such case such work product shall be the property of the City
<br />unless prohibited by law, and Consultant consents to the City's use thereof for such
<br />purposes as the City deems appropriate.
<br />2. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />10. 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 />11. 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
<br />or arise out of, in connection with or by reason of this Agreement.
<br />12. 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 />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
<br />13. NOTICE
<br />Any notice, tender, demand, delivery, or other communication required or made pursuant
<br />to this Agreement shall be in writing and shall be deemed to be properly given if delivered in
<br />person or mailed by first class or certified mail, postage prepaid, or by express mail courier (i.e.
<br />FedEx, UPS, etc.), or sent by fax or email communication in the manner provided in this section.
<br />Any such notice shall be addressed to the other party at the address set forth below. Consultant
<br />invoice/billing statement notices to City shall be sent to City's Primary Representative/Project
<br />Manager or designees. All notices, including invoice/billing statement notices and notices of
<br />address changes, provided under this Agreement are deemed received on the third day after
<br />mailing if sent by regular mail, or the next day if sent by overnight delivery. If sent by fax,
<br />communication shall be effective or deemed to have been given twenty-four (24) hours after the
<br />time set forth on the transmission report issued by the transmitting facsimile machine, addressed
<br />as set forth above. If sent by email, communication shall be effective or deemed to have been given
<br />twenty-four (24) hours after the time set forth on the delivery time stamp notated by the internet
<br />service provider, addressed as set forth above. For purposes of calculating these time frames,
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