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• i <br /> 3 <br /> I <br /> In such event, Contractor shall be entitled to recoive and the City shall pay Contractor cornpensation for <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 ease such work <br /> product shall be the property of the City unless prohibited by law,and Contractor canwnts <br /> to the City's use tbereof for such purposes as the City deems appropriate, <br /> b. payment need not be made for work whioh fails to meet the standard of performance <br /> specified in the Recitals of this.A,grecmerrt, <br /> I <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 /> rho 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 oontinuing waiver furless the writing so specifies, <br /> is, JURISDICTION-VENUH <br /> This Agmem.ent has been oxecuted. and delivered in the State of California and the validity, <br /> intorprotation,performance,and enforcement ofany of the clauses of this Agreement shall be determined <br /> and governed by the laws of the State of Calif'orrria. Both parties further agree that Orange County, <br /> California, shall be tbQ 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,tltroughout tine tet`tn of this Agreement,maintain all rtt.cessar`y licenses,permits, <br /> approvals,waivers, and exemptions necessary for the provision of the services hereunder and regWred by <br /> the laws and xegulations of the United States,the State of California,thv 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 exemption. Said inability shall be <br /> cause for termination of this Agreement, <br /> a. Each undersigned represents and warrants that its signature herein below has the power, <br /> authority and right to bind theta respective parties to each of the terms of this Agreement, <br /> and shall indemnify City fully, including reasonable costs trAd attorney's fees, for any <br /> injuries or damages to City in the event that such authority or power is not, in fact,hold by <br /> the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly set forth s <br /> in the body of this Agreement. <br /> I <br /> I <br />