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(9)CITY OF SANTA ANA <br />a. As a condition of such payment, the Executive Director may require Auditor to deliver to the City all <br />work product(s) completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Auditor consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified in <br />the Recitals of this Agreement. <br />15. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions <br />of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right <br />or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, <br />failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing <br />so specifies. <br />16. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, interpretation, <br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the <br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />Auditor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, <br />waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and <br />regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. <br />Auditor shall notify the 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 Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify <br />City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the <br />event that such authority 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 set forth in the <br />body of this Agreement. <br />19. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing <br />and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage <br />prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following <br />persons: <br />To City: <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax: 714- 647-6956 <br />City of Santa Ana RFP No. 24-009 Page 29 of 37 <br />