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ARTICLES <br />General Terms and Conditions: <br />A. Governing Law and Venue: This Contract has been negotiated and executed in the State of <br />California and shall be governed by and construed under the laws of the State of California. hi <br />the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue <br />shall be a court of competent jurisdiction located in Orange County, California, and the parties <br />hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of <br />Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all <br />rights to request that an action be transferred for adjudication to another county. <br />B. Entire Contract: This Contract contains the entire Contract between the parties with respect to <br />the matters herein, and there are no restrictions, promises, warranties or undertakings other than <br />those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions <br />are valid or binding on County unless authorized by County in writing. Electronic acceptance of <br />any additional terms, conditions or supplemental Contracts by any County employee or agent, <br />including but not limited to installers of software, shall not be valid or binding on County unless <br />accepted in writing by County's Contract Administrator. <br />C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made <br />in writing and signed by the parties; no oral understanding or agreement not incorporated herein <br />shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions <br />are valid or binding on County unless authorized by County in writing. <br />D. Intentionally left blank <br />E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County <br />reserves the right to refuse any goods or services and to cancel all or any part of the goods not <br />conforming to applicable specifications, drawings, samples or descriptions or services that do not <br />conform to the prescribed statement of work. Acceptance of any part of the order for goods shall <br />not bind County to accept future shipments nor deprive it of the right to return goods already <br />accepted at Subrecipient's expense. Over shipments and under shipments of goods shall be only <br />as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods <br />or services have actually been received and accepted in writing by County. <br />F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not <br />be deemed complete unless in writing and until all the goods/services have actually been <br />received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in <br />arrears after satisfactory acceptance. <br />G. Warranty: Subrecipient expressly warrants that the services covered by this Contract are free <br />of liens or encumbrances. Acceptance of this order shall constitute an agreement upon <br />Subrecipient's part to indemnify, defend and hold County and its indemnities as identified in <br />paragraph "Z" below, and as more fully described in paragraph "Z," harmless from liability, loss, <br />damage and expense, including reasonable counsel fees, incurred or sustained by County by <br />reason of the failure of the goods/services to conform to such warranties, faulty work <br />performance, negligent or unlawful acts, and non-compliance with any applicable state or federal <br />County of Orange Page 8 of 42 City of Santa Ana. <br />Orange County Community Resources 20 <br />A —A 0 <br />ContractNo.: 19-28-0070-RWS <br />