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20. 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 determined <br />and governed by the laws of the State of California. Both parties farther agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />21. PROFESSIONAL LICENSES <br />Contractor shall, throughout the terni of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Contractor shall notify the City immediately and in writing of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />22. FEDERAL REGULATIONS <br />a. Recipient must comply with the government cost principles, uniform administrative requirements <br />and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of <br />Federal Regulations. <br />b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2 CFR <br />§200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, <br />and abuse by debarring or suspending those persons deemed irresponsible in their dealings with <br />the Federal government. <br />c. Audit Records - With respect to all matters covered by this agreement all records shall be made <br />available for audit and inspection by CITY, the grant agency and/or their duly authorized <br />representatives for a period of three (3) years from the date of submission of the final expenditure <br />report by the City of Santa Ana. For a period of three years after final delivery hereunder or until <br />all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve <br />and maintain all documents, papers and records relevant to the services provided in accordance <br />with this Agreement, including the Attachments hereto. For the same time period, Recipient shall <br />make said documents, papers and records available to City and the agency from which City <br />received grant funds or their duly authorized representative(s), for examination, copying, or <br />mechanical reproduction on or off the premises of Recipient, upon request during usual working <br />hours. <br />d. Reports - Recipient shall provide to City all records and information requested by City for <br />inclusion in quarterly reports and such other reports or records as City may be required to provide <br />to the agency from which City received grant funds or other persons or agencies. <br />e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) -All recipients of federal funds must <br />comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds <br />