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such work product shall be the property of the City unless prohibited by law, and <br />Contractor 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 />17. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party <br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy <br />shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor <br />shall any waiver constitute a continuing waiver unless the writing so specifies. <br />18. JURISDICTION - VENUE <br />This 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 Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further agree <br />that 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 />19. PROFESSIONAL LICENSES <br />Contractor 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. Contractor 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 shalt be cause for termination of this Agreement. <br />20. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries 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or power is not, in fact, held by the signatory or is withdrawn.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 shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />C. If any provision of this Agreement or the application thereof to any person or <br />circumstance shall, to any extent, be invalid or unenforceable, the remainder of this <br />Agreement, or the application of such term or provision to persons or circumstances <br />other than those as to which it is held invalid or unenforceable, shall not be affected <br />thereby, and each such term of this Agreement shall be valid and be enforced to the <br />Page 8 of 10 <br />