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EXHIBIT 1
<br /> 17. WAIVER
<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.
<br /> 18. 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
<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.
<br /> 19. PROFESSIONAL LICENSES
<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.
<br /> 20. FEDERAL REGULATIONS
<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.
<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 /> 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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