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29. TERMINATION <br />This Agreement may be terminated by the CITY upon thirty (30) days written notice of <br />termination. In such event, CONTRACTOR shall be entitled to receive and the CITY shall pay <br />CONTRACTOR compensation for all services performed by CONTRACTOR prior to receipt of <br />such notice of termination, subject to the following conditions: <br />(a) As a condition of such payment, the Executive Director may require <br />CONTRACTOR to deliver to the CITY all work products completed as of such date, and in such <br />case such work product shall be the property of the CITY unless prohibited by law, and <br />CONTRACTOR 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 />30. 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 />31. MISCELLANEOUS PROVISIONS <br />(a) Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify CITY fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to CITY in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />(b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />(c) In the event of any conflict between the provisions set forth in any Exhibit <br />referenced and incorporated herein, the provisions of the CONTRACTOR <br />Agreement shall prevail. <br />32. EXECUTION <br />This Agreement must be signed below and may be signed in counterpart and delivered <br />by fax, emailed as a PDF (Portable Document Format) file attachment, or by other means that <br />displays the original or a copy of the signatures. Any subsequent amendments may be signed <br />and delivered in the same manner. <br />{Signatures on following page} <br />12 <br />