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14. TERMINATION <br />This Agreement shall terminate upon the termination of the Master Agreement between UCI <br />and SSA. This Agreement may otherwise be terminated with or without cause at any time by either <br />party upon thirty (30) days prior written notice of termination. hi any event, UCI shall be entitled to <br />receive and the City shall pay UCI compensation for all services performed by UCI up to the date of <br />termination. <br />15. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted <br />by the provisions of this Agreement shall be effective unless it is in writing and signed by the party <br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall <br />be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any <br />waiver constitute a continuing waiver unless the writing so specifies. <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 Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, <br />in connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />UCI shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required <br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other governmental agencies. UCI shall notify the City immediately and in writing of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents that its signature herein below has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />19. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />25D-9 <br />