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t <br /> i <br /> f <br /> i <br /> i <br /> all services performed by Contractor prior to receipt of such notice of termination,subject to the following <br /> conditions; <br /> a. As a condition of such payment,the Executive Director may require Contractor 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 Contractor consents <br /> 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 condition, or any right or remedy contained in or granted by <br /> the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br /> the breach,failure,right or remedy. No waiver of any breach,failure or right,or remedy shall be deemed <br /> a waiver of any other breach, :Failure, right or remedy, whether or not similar, nor shall any waiver <br /> constitute a continuing waiver unless the writing so specifies. <br /> IS. R7URISDICTION-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 determined <br /> and governed by the laws of the State of California. Both parties further agree that Orange County, <br /> California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br /> connection with or by reason of this Agreement. <br /> 19. PROFESSIONAL LICENSES <br /> Contractor-shall,throughout the term of this Agreement,maintain all necessary licenses,permits, <br /> approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by <br /> the laws and regulations of the United States,the State of California,the City of Santa Ana and all other <br /> governmental agencies. Contractor shall notify the City immediately and in writing of its inability to <br /> 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. 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 /> injuries or damages to City in the event that such authority or power is not,in fact,held by <br /> the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br /> in the body of this Agreement. <br /> i <br /> i <br />