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termination, and except for reimbursement of (1) any payments made for services not <br />subsequently performed in a timely and satisfactory manner, and (2) costs incurred by City <br />in obtaining substitute performance. <br />C. The grant of funds under this Agreement may be terminated for convenience in <br />accordance with 24 CFR 85,44. <br />D. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />15. [Intentionally Left Blank] <br />16. JURISDICTION - VENUE <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 />agree 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 />17, PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions 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 tennination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow 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the signatory or is withdrawn.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 />It. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST. <br />Maria D. Huizar <br />Clerk of the Council <br />10 <br />City Manager <br />