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15. TERMINATION This Agreement may be terminated 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 performed by Consultant prior to receipt of such notice of termination,subject to the following conditions: a, As a condition of such payment,the Executive Director may require Consultant to deliver to the City all woricproduct(s)completed as of such date,and in such case mph 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 tails to meet the standard of performance specified In the Recitals of this Agreement. 16. WAIVER • No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the patty waiving the broach,failure,right or remedy.No waiver of any breach,failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not • similar,nor shall any waiver constitute a continuing waiver unless the writing so.spoolfres. • 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 and governed by the laws of the State of California. Both parties fluffier agree that Orange County,California,shall be the venue for any action or proceeding that maybe brought or arise out of in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall,throughout the term of this Agreement,maintain all necessary licenses, permits,approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Skates,the State of California,the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately end in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice,tender,demand,delivery,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 • #392648v1 Page 7 of