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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. In the <br />event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall <br />be a court of competent jurisdiction located in Orange County, California, and the Parties hereto <br />agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil <br />Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to <br />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 the County designated 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 or <br />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 received, <br />inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after <br />satisfactory acceptance. <br />G.Warranty: Subrecipient expressly warrants that the services covered by this Contract are fit for <br />the particular purpose for which they are intended. Acceptance of this order shall constitute an <br />agreement upon Subrecipient's part to indemnify, defend and hold County and County <br />Indemnitees as identified in Paragraph Z below, harmless from liability, loss, damage and <br />expense, including reasonable counsel fees, incurred or sustained by County by reason of the <br />failure of the services to conform to such wainnties, faulty work performance, negligent or <br />unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, <br />County of Orange <br />OC Community Resources Page 8 of 43 City of Santa Ana <br />Contract No.:MA-012-20011850 <br />EXHIBIT 2