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13. JURISDICTION - 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. The Parties agree that venue shall be located in <br />Orange County, California. <br />14. PROFESSIONAL LICENSES <br />Vendor 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. Vendor shall notify the City in a timely manner 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 />15. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation <br />for all services performed by Vendor 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 Vendor to deliver to the City <br />all work products completed as of such date, and in such case such work product shall be the property of the <br />City unless prohibited by law, and Vendor consents to the City's use thereof for such purposes as the City <br />deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified in <br />the Recitals of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br /> <br /> <br /> <br />City of Santa Ana <br />Page 7 of 8 <br />25C-11 Exhibit 1