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15.TERMINATION <br />This Agreement may be te1minated by the City upon thirty (30) days written notice oftermination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice <br />of termination, subject to the fo11owing 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 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 />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 <br />by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or <br />right, or remedy sha11 be deemed a waiver of any other breach, failure, right or remedy, whether <br />or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />17.VENUE/JURISDICTION <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />ag ree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />18.PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />pennits, approvals, waivers, and exempt-ions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />Page 6 of 9 <br />EXHIBIT 2