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EXHIBIT 2 <br />a.Asaconditionofsuchpayment,theExecutiveDirectormayrequire <br />Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in <br />such case such work product shall be the property oftheContractor unless prohibited by law, <br />deemsappropriate. <br />b.Payment need not be made for work that fails to meet the standard of performance <br />specifiedin theRecitalsof thisHUD-VASH Special FeesAgreement. <br />16.WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this HUD-VASH Special Fees Agreement shall be effective unless it <br />is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of <br />anybreach,failureorright,orremedyshallbedeemedawaiverofanyotherbreach,failure, <br />right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver <br />unlessthe writingso specifies. <br />17.JURISDICTION-VENUE <br />ThisHUD-VASHSpecialFeesAgreementhasbeenexecutedanddeliveredintheState <br />of California and the validity, interpretation, performance, and enforcement of any of the clauses <br />of thisHUD-VASH Special FeesAgreement shallbe determined andgoverned by the laws of <br />the State of California.Both parties further agree that Orange County, California, shall be the <br />venue for any action or proceeding that may be brought or arise out of, in connection with or by <br />reasonof this HUD-VASH Special FeesAgreement. <br />18.PROFESSIONALLICENSES <br />Subcontractor shall, throughout the term of this HUD-VASH Special Fees Agreement, <br />maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the <br />provision of the services hereunder and required by the laws and regulations ofthe United States, <br />theStateofCalifornia,theCityofSantaAnaandallothergovernmentalagencies. <br />Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />causefor termination ofthisHUD-VASH Special FeesAgreement. <br />19.NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this HUD- <br />VASH Special Fees Agreement shall be in writing and shall be deemed to be properly given if <br />delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or <br />othertelegraphiccommunicationinthemannerprovidedinthisSection,tothefollowing <br />persons: <br />8 <br /> <br />