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<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 <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice <br />of termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product 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 Contractor consents to the <br />City's use thereof for such purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals ofthis Agreement. <br /> <br />13. PROFESSIONAL LICENSES <br /> <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision ofthe services <br />hereunder and required by the laws and regulations ofthe United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City <br />immediately and in writing of her inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination ofthis <br />Agreement. <br /> <br />14. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent ofthe City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Contractors retained by City. <br /> <br />15. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, 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 injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or <br />is withdrawn. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />Page 30 of 35 <br />