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unless prohibited by law, and Consultant consents to the City's use thereof <br />for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />i1IV/ =11:7 <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this 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, <br />failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or <br />remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless <br />the writing so specifies. <br />18. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California <br />and the validity, interpretation, performance, and enforcement of any of the clauses of <br />this Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason <br />of this Agreement. <br />19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana and all other governmental agencies. Consultant <br />shall notify the City 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 Agreement. <br />20. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below <br />has the power, authority and right to bind their respective parties to each of <br />the terms of this Agreement, and shall indemnify City fully, including <br />reasonable costs and attorney's fees, for any injuries or damages to City in <br />the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as <br />if fully set forth in the body of this Agreement. <br />21. NOTICE <br />City of Santa Ana - RFP 24-085 <br />AMI Implementation Support Services <br />Page 24 of 32 <br />