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granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
<br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
<br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
<br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />17. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of
<br />termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product(s) completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibite*by law, and
<br />Consultant consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made forewhich fails to meet the standard of
<br />performance specified in the Reci s Agreement.'F
<br />11.,A�1[1301D 171Yy.1i lu I WEER 0_[1]0I
<br />Consultant shall not discriminate because of race,,lor, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information,
<br />or military and veteran status, age, national origin, anc stry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,
<br />termination or other employment related activitidor any services provided under this Agreement.
<br />Consultant affirms that itl is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />19. JURISDICTION - VENUE
<br />This Agreement ha Ixecuted and delivered in the State of California and the validity,
<br />interpretation, performanc nd enforcement of any of the clauses of this Agreement shall be
<br />determined and go y the laws of the State of California. Both parties further agree that
<br />Orange County, Cali rnia, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />20. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
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<br />RFP No. 23-099A Digital Marquees for Multiple Locations Page 28 of 61
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