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be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City. <br />16. TERMINATION <br />This Agreement may be terminated by the City for any reason upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice <br />of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product(s) completed as of such date, and in such case <br />such work product shall be the 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 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 <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 />18. 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 or <br />arise out of, in connection with or by reason of this Agreement. <br />19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />certifications, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the <br />City immediately and in writing of its inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br />7 <br />