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the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right,
<br /> or 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 /> 17. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty(30) days written notice of
<br /> termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor
<br /> compensation for all services performed by Vendor prior to receipt of such notice of termination,
<br /> subject to the following conditions;
<br /> a. As a condition of such payment, the Executive Director may require Vendor 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 /> Vendor 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 that fails to meet the standard of performance
<br /> specified in the Recitals of this Agreement.
<br /> 18. NON-DISCRIMINATION
<br /> Vendor shall not discriminate because of race, color, creed, religion,sex,marital status,
<br /> 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. Vendor affirms that it is an equal opportunity employer and shall comply with
<br /> all applicable 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 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 /> 20. PROFESSIONAL LICENSES
<br /> Vendor 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. Vendor shall notify the City immediately and in
<br /> 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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