Item 19 - First Amendment to the Agreement for Automated Meter Infrastructure Services

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Docuslgn Envelope ID: 8DB22FEB"26C9-4AAB"92EB-033D22AB7DE7 Agreement perfonned by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement inay be tenninated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services perfo1med by Consultant prior to receipt of such notice of te1mination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case SU.ch work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in tile Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by tile provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, light or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION· VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined aud governed by the laws of the State of California. Both parties further agree that O!'llllge County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. l'ROFESSIONAL LICF.NSES Consultant shall, throughout the term of this Agreement, maintain all necessaty licenses, pennits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Consultant shall notify tile City immediately and in writing of its inability to obtain or maintafu such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination oft11is Agreement. 19. NOTICE Any notice, tender, demand, delivety, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by Page 7of9