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<br />9 <br /> <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this CA4All Agreement. <br />16. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy con tained in or <br />granted by the provisions of this CA4All Agreement shall be effective unless it is in writing and <br />signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure <br />or right, or remedy shall be deemed a waiver o f any other breach, failure, right or remedy, <br />whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so <br />specifies. <br />17. JURISDICTION - VENUE <br /> This CA4All Agreement has been executed and delivered in the State of California and <br />the validity, interpretation, performance, and enforcement of any of the clauses of this CA4All <br />Agreement shall be determined and governed by the laws of the State of California. Both parties <br />further agree that Orange County, California, shall be the venue for any action or proceeding that <br />may be brought or arise out of, in connection with or by reason of this CA4All Agreement. <br />18. PROFESSIONAL LICENSES <br />Subcontractor shall, throughout the term of this CA4All Agreement, maintain all <br />necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of <br />the services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Subcontractor shall <br />notify the Contractor immediately and in writing of its inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this CA4All Agreement. <br />19. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this CA4All <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />CONTRACTOR: SUBRECIPIENT: <br />City of Santa Ana Working Wardrobes <br />Community Development Agency (M-25) 2000 E. McFadden Ave, Suite 100 <br />20 Civic Center Plaza Santa Ana, CA 92705 <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 Tel.: (714) 210-2460 <br />Tel.: (714) 647-5378 <br />FAX: (714) 647-6549 <br /> <br />EXHIBIT 1