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b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />18. 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 />19. 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 />20. 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 City immediately and <br />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 />21. FEDERAL REGULATIONS <br />Contractor shall comply with all applicable contractual provisions contained in federal <br />statutes, federal regulations, federally promulgated materials and state statutes, shall control in <br />determining any obligations under federal law in the event of a conflict with any terms, language <br />or provisions contained in this Agreement. Contractor shall not perform any act, fail to perform <br />any act, or refuse to comply with any requests, which would cause City to be in violation of the <br />federal terms and conditions. <br />a. Federal Regulations — Contractor must comply with the government cost principles, <br />uniform administrative requirements and audit requirements for federal grant program housed <br />within Title 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, Contractor must provide protection against waste, <br />fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings <br />