| 17.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 />18.TERMINATION
<br />This  Agreement  may  be terminated  by  the  City  upon  thirty  (30) days  written  notice  of  termination.
<br />In  such  event, Contractor  shall  be entitled  to receive  and  the  City  shall  pay  Contractor  compensation  for
<br />all  services  performed  by  Contractor  prior  to receipt  of  such  notice  of  teimination, subject  to  the  following
<br />conditions:
<br />a.As  a condition  of  such  payment, the  Executive  Director  may  require  Contractor  to deliver
<br />to the  City  all  work  product(s) completed  as of  such  date, and  in such  case such  work
<br />product  shall  be the  propeity  of  the  City  unless  prohibited  by  law, and  Contractor  consents
<br />to  the  City's  use  thereof  for  such  purposes  as the  City  deems  appropriate
<br />b.Payment  need  not  be made  for  work  which  fails  to meet  the standard  of  perfoimance
<br />specified  in  the  Recitals  of  this  Agreement.
<br />19.NON-DISCRIMINATION
<br />Contractor  shall  not  discriminate  because  of  race, color, creed, religion, sex, marital  stahis, sexual
<br />orientation, gender  identity, gender  expression, gender, medical  conditions, genetic  information, or
<br />militaiy  and veteran  status, age, national  origin, ancestry, or disability, as defined  and prohibited  by
<br />applicable  law, in  the  recruitment, selection, teaching, training, utilization, promotion, termination  or  other
<br />employment  related  activities  or  any  services  provided  under  this  Agreement. Contractor  affirms  that  it  is
<br />an equal  oppoitunity  employer  and  shall  comply  with  all applicable  federal, state and local  laws  and
<br />regulations.
<br />20.JURISDICTION  - VENUE
<br />This  Agreement  has been  executed  and  delivered  in the State  of  California  and the validity,
<br />intetpretation, performance, and  enforcement  of  any  of  the  clauses  of  tis  Agreement  shall  be  determined
<br />and goveined  by  the  laws  of  the State  of  California. Both  parties  further  agree  that  Orange  County,
<br />California, shall  be the venue  for  any  action  or proceeding  that  may  be brought  or arise  out  of, in
<br />connection  with  or  by  reason  of  this  Agreement.
<br />21.PROFESSIONAL  LICENSES
<br />Contractor  shall, throughout  the  tetam of  this  Agreement, maintain  all  necessary  licenses, permits,
<br />approvals, waivers, and  exemptions  necessai'y  for  the  provision  of  the  services  hereunder  and  required  by
<br />the laws  and  regulations  of  the  United  States, the  State  of  Califomia, the City  of  Santa  Ana  and  all  other |