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16. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant 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 Consultant <br />consents 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 conditio or a i-ght or ?1%gdy contained in or granted by <br />ig <br />w a igned by the party waiving <br />the provisions of this Agreement shall be effective les s in writing <br />the breach, failure, right or remedy. No waiver of y ch, re or right, or remedy shall be deemed <br />a waiver of any other breach, failure, right or reme<dy,er or not similar, nor shall any waiver <br />1 <br />constitute a continuing waiver unless the writing&gspecifie <br />18. JURISDICTION - VENUE <br />This Agreement has been <br />interpretation, performance, and <br />determined and governed by the I <br />County, California, shall b <br />in connection with or by r��Ono <br />19. PROFESSI <br />id d ered n the State of California and the validity, <br />11% i <br />t of *y of the clauses of this Agreement shall be <br />.AWCalifornia. Both parties further agree that Orange <br />action or proceeding that may be brought or arise out of, <br />Consultant shall, througlv.me term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required <br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other governmental agencies. Consultant shall notify the City immediately and in writing of its inability <br />to 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. Additional provisions, if any, are identified in Additional Provisions - Exhibit D, <br />attached hereto and incorporated into this Agreement by reference. <br />b. 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 />Page 6 of 8 <br />