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by the provisions of this Agreement shall be effective unless it is in writing and signed by the party
<br /> waiving the breach,failure,right or remedy. No waiver of any breach, failure or right, or remedy shall
<br /> be deemed a waiver of any other breach, failure,right or remedy,whether or not similar,nor shall any
<br /> waiver constitute a continuing waiver unless the writing so specifies.
<br /> 16. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty(30)days written notice of
<br /> termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
<br /> compensation for all services performed by Contractor prior to receipt of such notice of termination,
<br /> subject to the following conditions:
<br /> a. As a condition of such payment, the Executive Director may require Contractor to
<br /> deliver to the City all work product completed as of such date, and in such case, such
<br /> work product shall be the property of the City unless prohibited by law,and Contractor
<br /> consents to the City's use thereof for such purposes as the City deems appropriate.
<br /> b. Payment need not be made for work that fails to meet the standard of performance
<br /> specified in the Recitals of this Agreement.
<br /> 17. NON-DISCREbIINATION
<br /> Contractor shall not discriminate because of race, color, creed,religion, sex,marital status,
<br /> sexual orientation, gender identity, gender expression,gender,medical conditions, genetic
<br /> information, or military and veteran status, age,national origin, ancestry, or disability,as defined and
<br /> prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,promotion,
<br /> termination or other employment related activities or any services provided under this Agreement.
<br /> Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br /> federal, state and local laws and regulations.
<br /> 18. 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 /> 19. PROFESSIONAL LICENSES
<br /> Contractor 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 and
<br /> required by the laws and regulations of the United States,the State of California,the City of Santa Ana
<br /> and all other governmental agencies. Contractor shall notify the City immediately and in writing of its
<br /> inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said
<br /> inability shall be cause for termination of this Agreement.
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