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EXHIBIT 1 <br />15. TEMMA ION <br />This Agrement 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 <br />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 puiposes 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 />16, 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 species. <br />17. JURISDIMON - VENUE <br />This Agreement has been executed and delivered hi 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 Siate of California. Both parties fiuther agree that <br />Ol ge County, 'California, shall be the venue for any action or proceeding that may be brought or <br />arise out oil in connection with or by reason of this Agreement. <br />19. PR.OFESSIfONAL 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 requited 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 />19. NOWE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall bo deemed to be properly given if delivered in person or mailed by <br />Page 7 of 9 <br />#392648v1. <br />