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such date, and in such case such work product shall be the property of the Contractor unless
<br />prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes
<br />as the Contractor deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this HEAP Agreement,
<br />17. 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 HEAP Agreement shall be effective unless it is in writing and
<br />signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure
<br />or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy,
<br />whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so
<br />specifies.
<br />18. JURISDICTION - VENUE
<br />This HEAP 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 HEAP
<br />Agreement shall be determined and governed by the laws of the State of California. Both parties
<br />further agree that Orange County, California, shall be the venue for any action or proceeding that
<br />may be brought or arise out of, in connection with or by reason of this HEAP Agreement.
<br />19. PROFESSIONAL LICENSES
<br />Subcontractor shall, throughout the term of this HEAP Agreement, maintain all necessary
<br />licenses, 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. Subcontractor shall notify the
<br />Contractor immediately and in writing of its inability to obtain or maintain such permits,
<br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />HEAP Agreement.
<br />20. PREVAILING WAGES
<br />Subcontractor is aware of the requirements of California Labor Code Section 1720, et
<br />seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
<br />("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
<br />performance of other requirements on "public works" and "maintenance" projects. If the
<br />services being performed are part of an applicable "public works" or "maintenance" project, as
<br />defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more,
<br />Subcontractor agrees to fully comply with such Prevailing Wage Laws. Subcontractor shall
<br />defend, indemnify and hold the Contractor, its elected officials, officers, employees and agents
<br />free and harmless from any claim or liability arising out of any failure or alleged failure to
<br />comply with the Prevailing Wage Laws.
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