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28. Severability <br />If any provision of this Agreement shall be held illegal, invalid, or unenforceable, <br />in whole or in part, such provision shall be modified to the minimum extent necessary to make it <br />legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining <br />provisions shall not be affected thereby. <br />29. Jurisdiction and Venue <br />This Agreement shall be deemed a contract under the laws of the State of <br />California and for all purposes shall be interpreted in accordance with such laws. Both parties <br />hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and <br />that the proper venue of any action brought thereunder is and shall be Los Angeles County, <br />California. <br />30. Waiver <br />No delay or failure by either party to exercise or enforce at any time any right or <br />provision of this Agreement shall be considered a waiver thereof or of such party's right <br />thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver <br />to be valid shall be in writing but need not be supported by consideration. No single waiver shall <br />constitute a continuing or subsequent waiver. <br />31. Entire Agreement <br />a. This writing contains the entire agreement of the parties relating to the <br />subject matter hereof; and the parties have made no agreements, representations, or warranties <br />either written or oral relating to the subject matter hereof which are not set forth herein. Except <br />as provided herein, this Agreement may not be modified or altered without formal amendment <br />thereto. <br />b. Notwithstanding the foregoing, and to realize the purpose of this <br />Agreement, the Agreement Administrator may issue a written modification to the Scope of Work, <br />if this modification will not require a change to any other term of this Agreement. <br />City of Santa Ana 18 Agreement No. 189280 <br />20C-25 <br />