KINGDOM CAUSES INC. dba CITY NET (2)

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a. As a condition of such payment, the LIxecutive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the properly of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor decors appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this ARPA Agreement. Ib. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this ARPA Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall he deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shalt any waiver constitute a continuing waiver unless the writing so specifies. 17. .JURISDICTION - VENUE This ARPA Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this ARPA Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this ARPA Agreement. 18. PRO]FESSIONAI, LICENSES Subcontractor shall, throughout the term of this ARPA Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the taws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Subcontractor shall notify the Contractor immediately and in writing of its inability to obtain or maintain, such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this ARPA Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this ARPA Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: CONTRACTOR: SUI3RECIPIENT: 'Perri Eggers City Net Homeless Services Manager Local Field Office: