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further agree that Orange County, California. shall be the venue for any action or proceeding that maybe brought or arise out o1. is co;.^ec:ion v!: th or by reason of this Agreement. 3.13 Professional Licenses. Recipient shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services acreunder ane requirea oy the laws and regulations of the United States, the State of California, the Ciry of Santa Aria anc ail other governmental agencies. Recipient shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exeinptcOLs. Said inabiiity shall be cause for termination of this Agreement. 3.14 Entire Contact:'Mod nentlon. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The ;arms anc conditions of this Agreement may be altered, modified or amended only by written agreement stgnec by both Parties. 3.15 Autho._ty [c � a sc. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, delver ar_d perform this Agreement. Each Party warrants that the individuals who have signed mis Agreement have the legal power, right and authority to make this Agreement bind each respective P--y. IN WITNESS WHEREOF, the patties herero nave executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez tine Ridge Clerk of the Council City .v_anaaer APPROVED AS TO FORM: "RECIPIENT" WISE?lace SONIA R. C VALkO City Att ne gy: Ryan o _*: Name: B3 rzeil Aghasi Assis t City ttornay Title: Executive Director RECOMMENDED FOR A?PROVAL: Steven A. Mendoza Executive Director Community Develcpriem Age.,cv 5