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<br />17. WAIVER
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<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
<br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
<br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
<br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
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<br />18. JURISDICTION - VENUE
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<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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
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<br />19. PROFESSIONAL LICENSES
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<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Contractor shall notify the Authority immediately
<br />and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
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<br />20. FEDERAL REGULATIONS
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<br /> Contractor shall comply with all applicable contractual provisions required by the United
<br />States Office of Management and Budget (OMB), as set for the in 2 CRF Part 200, whether or not
<br />expressly set forth in this document, including but not limited to those provisions set forth below.
<br />Notwithstanding, anything to the contrary herein, including without limitation, the language in this
<br />Agreement, the actual language contained in federal statutes, federal regulations, federally
<br />promulgated materials and state statutes, shall control in determining any obligations under federal
<br />law in the event of a conflict with any terms, language or provisions contained in this Agreement.
<br />Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests,
<br />which would cause Authority to be in violation of the federal terms and conditions.
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<br />a. Federal Regulations – Recipient must comply with the government cost principles, uniform
<br />administrative requirements and audit requirements for federal grant program housed within Title
<br />2, Part 180 of the Code of Federal Regulations.
<br />
<br />b. Debarment and Suspension – As required by Executive Orders 12549 and 12689, and 2
<br />CFR §200.214 and codified in 2 CFR Part 200, Recipient must provide protection against waste,
<br />fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings
<br />with the Federal government.
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<br />EXHIBIT 1
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