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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 <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 />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 <br />the provision of the services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana, the California Department of Transportation, and all other <br />governmental agencies. Company 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 />23. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES <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. <br />24. FORCE MAJEURE <br />The time within which the Company is obligated to commence and to complete performance of <br />Company's obligations under this Agreement shall be extended for a period of time equal in duration to, <br />and performance shall be excused on account of and for, and during the period of, any delay caused by <br />strikes, threat of strikes, lockouts, war, threats of war, insurrection, invasion, acts of God, calamities, <br />pandemics, public health emergencies, violent action of the elements, fire, delays in electrical service <br />provider permit issuance, action or adoption of any regulation, law or ordinance by any governmental <br />agency, precluding Company's performance. If such a cause materially adversely impacts Company's <br />ability to generated revenue from the Advertising Inventory or renders any Advertising Inventory <br />Page 11 of 31 <br />