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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,Contractor shall be entitled to receive and the City shall pay Contractor <br /> compensation for all services performed by Contractor 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 Contractor 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 /> 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 <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 /> Contractor shall, throughout the tenn 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 shall be cause for termination of this Agreement. <br /> 20. NOTICE <br /> Any notice, tender,demand,delivery, or other communication pursuant to this Agreement <br /> shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br /> first class or certified mail,postage prepaid,or sent by fax or other telegraphic communication in <br /> the manner provided in this Section, to the following persons: <br /> Page 7 of 10 <br />