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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 />