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EXHIBIT 2 <br /> 15. TERMINATION <br /> This Agreement may be tertninated by the City upon thirty (30) days written notice of <br /> termination, In such event, Consultant shall be entitled to receive and the City shall pay ' <br /> Consultant compensation for all services performed by Consultant prior to receipt of such notice <br /> of termination, subject to the following conditions: I <br /> a. As a condition of such payment, the Executive Director may require Consultant to <br /> deliver to the City all work product(s) completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> Consultant consents to the City's use thereof for such purposes as the City deems <br /> appropriate. <br /> l <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 /> 16. 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 Agreement shall be effective unless it is in writing and sighed <br /> by the party waiving the breach, failure, right or remedy, No waiver of any breach, failure or <br /> right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether <br /> or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> 17. VENUEIJURISDICTI[ON � <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 /> 18. PROFESSIONAL LICENSES <br /> Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, �. <br /> permits, approvals, waivers, and exemptions necessary for the provision of the services {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 termination of this Agreement. <br /> { <br /> Page 6 of 9 <br /> f <br /> t <br /> k <br /> i <br /> if <br /> i <br />