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20. WAIVER
<br /> No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
<br /> the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
<br /> the breach, failure, right or remedy.No waiver of any breach, failure or right, or remedy shall be deemed
<br /> a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
<br /> constitute a continuing waiver unless the writing so specifies.
<br /> 21. 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 this Agreement shall be determined
<br /> and governed by the laws of the State of California. Both parties further agree that Orange County, 1
<br /> California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br /> connection with or by reason of this Agreement.
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<br /> In the event suit is brought by either Party to enforce the terms and provisions of this Agreement
<br /> or to secure the performance hereof, each Party shall bear the cost of its own attorney's fees.
<br /> 22. PROFESSIONAL LICENSES
<br /> Company shall, throughout the term of this Agreement, maintain all necessary licenses, permits
<br /> (including but not limited to encroachment permits),approvals,waivers, and exemptions necessary for the
<br /> provision of the services hereunder and required by the laws and regulations of the United States,the State
<br /> of California, the City of Santa Ana and all other governmental agencies. Company shall notify the City
<br /> immediately and in writing of its inability to obtain or maintain such permits,licenses,approvals,waivers,
<br /> and exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 23. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
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<br /> No officer, official, employee, agent, representative, or volunteer of the City shall be personally
<br /> liable to the Company, or any successor in interest, in the event of any default or breach by the City, or
<br /> for any amount which may become due to Company or its successor, or for breach of any obligation of
<br /> the terms of this Agreement.
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<br /> 24. FORCE MAJEURE
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<br /> The time within which the Company is obligated to commence and to complete the Refurbishment
<br /> Program shall be extended for a period of time equal in duration to, and performance shall be excused on
<br /> account of and for, and during the period of, any delay caused by strikes, threat of strikes, lockouts, war,
<br /> threats of war, insurrection, invasion, acts of God, pandemic, earthquakes, calamities, violent action of
<br /> the elements, fire, delays in electrical service provider permit issuance, action or adoption of any
<br /> regulation, law or ordinance by any governmental agency,precluding Company's performance.
<br /> City Council 24 — 103 1/Page 1 of 27
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