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17.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 Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of <br />termination, subject to the following conditions: <br />a.As a condition of such payment, the Executive Director may require Contractor 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 />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 wMch fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />18.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 signed by <br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />19.JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of tis Agreement shall <br />be deteimined 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 <br />may be brought or arise out of, in coru'iection with or by reason of this Agreement. <br />20.PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other goveinmental agencies. Contractor shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of tis Agreement. <br />21.FEDERAL REGULATIONS <br />a. Meridian Rapid Defense Group, LLC shall comply with all applicable contractual <br />provisions required by the United States Office of Management and Budget (OMB), as set <br />for the in 2 CRF Part 200, whether or not expressly set forth in this document, including <br />but not limited to those provisions set forth below. Notwithstanding, anything to the