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3.12 Jurisdiction — Venue. This Agreement has been executed and delivered in the State <br />of California and the validity, interpretation, performance, and enforcement of any of the clauses of <br />this Agreement shall be determined and governed by the laws of the State of California. Both parties <br />farther agree that Orange County, California, shall be the venue for any action or proceeding that <br />may be brought or arise out of, in connection with or by reason of this Agreement. <br />3.13 Professional Licenses. Recipient shall, throughout the term of this Agreement, <br />maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the <br />provision of the services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana and all other governmental agencies. Recipient shall notify <br />the City immediately and in writing of its inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />3.14 Entire Contract/Modification. This Agreement contains the entire agreement of the <br />Parties with respect to the subject matter hereof, and supersedes all prior negotiations, <br />understandings or agreements. The terns and conditions of this Agreement may be altered, modified <br />or amended only by written agreement signed by both Parties. <br />3.15 Authority to Enter Agreement. The person executing below on behalf of Recipient <br />represents and warrants that the Recipient has all requisite power and authority to conduct its <br />business and to execute, deliver and perform this Agreement. Each Party warrants that the <br />individuals who have signed this Agreement have the legal power, right and authority to make this <br />Agreement bind each respective Party. <br />(Signatures on following page) <br />5 <br />