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Agency Name <br />Master Agreement No. 64SantaAnaMA <br />a. Recipient is in good standing under applicable law, with all requisite <br />power and authority to carry on the activities for which it has been organized and <br />proposed to be conducted pursuant to this Agreement. <br />b. Recipient has the requisite power and authority to execute and <br />deliver this Agreement and to carry out its obligations hereunder. The execution <br />and delivery of this Agreement by such entity, the performance by it of its <br />obligations thereunder and the consummation of the transactions contemplated <br />thereby have been duly authorized by the governing board of such entity and no <br />other proceedings are necessary to authorize this Agreement or to consummate <br />the transactions contemplated thereby. The Agreement have been duly and <br />validly executed and delivered by such entity and constitute valid and binding <br />obligations of such entity, enforceable against it in accordance with their terms, <br />except to the extent that such enforceability may be subject to bankruptcy, <br />insolvency, reorganization, moratorium or other laws now or hereinafter in effect <br />relating to the creditor's rights and the remedy of specific enforcement and <br />injunctive and other forms of equitable relief, and may be subject to equitable <br />defenses and to the discretion of the court before which any proceeding <br />therefore may be brought. <br />C. Neither the execution and delivery of this Agreement and the <br />performance of its obligations thereunder nor the consummation of the <br />transactions contemplated thereby will (i) conflict with or result in a breach of any <br />provision of any agreement to which Recipient is a party; (ii) violate any write, <br />order, judgment, injunction, decrees, statute, rule or regulation of any court or <br />governmental authority applicable to such entity or its property or assets. <br />2. The Department does hereby represent and warrant with respect to each <br />provision of this Agreement to the Recipient that: <br />a. It validly exists with all requisite power and authority to carry on the <br />activities proposed to be conducted pursuant to this Agreement. <br />b. It has the requisite power and authority to execute and deliver this <br />Agreement and to carry out its obligations thereunder. The execution and <br />delivery of this Agreement, the performance by it of its obligations thereunder and <br />the consummation of the transactions contemplated thereby have been duly <br />authorized and no other proceedings are necessary to authorize this Agreement <br />or to consummate the transactions contemplated thereby. The agreement have <br />been duly and validly executed and delivered by it and constitute valid and <br />binding obligations, enforceable against it in accordance with their terms, except <br />to the extent that such enforceability may be subject to bankruptcy, insolvency, <br />reorganization, moratorium or other laws now or hereinafter in effect relating to <br />creditor's rights and other forms of equitable relief, and may be subject to <br />Revised as of 9/12/2024 Page 27 <br />