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granted by the provisions of this Agreement shall be effective unless it is in writing and signed
<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. 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 such notice
<br />of 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 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 which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />18. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities or in connection with any activities under this Agreement.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />19. 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 />20. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the tenn of this Agreement, maintain all necessary licenses,
<br />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. Contractor 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.
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