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the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services that are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />13. 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 />14. TERMINATION
<br />This Agreement may be terminated by the City upon five (5) 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, except payment need not be made for work that fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />15. NON-DISCRINIINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under
<br />this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply
<br />with all applicable federal, state and local laws and regulations.
<br />16. 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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />17. 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 governmental 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 this Agreement.
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