Item 18 - Agreements for Urban Area Security Initiative Grant Training Agreements

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b.Payment need not be made for work which fails to meet the standard of perfoimance specified in the Recitals of this Agreement. 18.WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this 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 be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constihite a continuing waiver unless the wiiting so specifies. 19.JURISDICTION - VENUE This 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 Agreement shall be deteimined and governed by the laws of the State of Califoiia. Both parties further agree that Orange County, Califoiia, 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 Agreement. 20.PROFESSIONAL LICENSES Contractor shall, throughout the teim of this Agreement, maintain all necessary licenses, peimits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of Califotania, the City of Santa Ana and all other goverental agencies. Contractor shall notify the City immediately and in wiiting of its inability to obtain or maintain such pertnits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for teimination of this Agreement. 21.FEDERAL REGULATIONS Utility Response Training Associates shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Pait 200, whether or not expressly set forth in this document, including but not limited to those provisions set foith below. Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any terms, language or provisions contained in this Agreement. Utility Response Training Associates shall not perfoim any act, fail to perform any act, or refuse to comply with any requests, which would cause City to be in violation of the federal ternns and conditions. a. Federal Regulations - Recipient must comply with the government cost principles, unifoim administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations.