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9. Entire Agreement: Amendment. This Agreement represents the entire agreement of the <br />parties concerning the matters set forth herein and therein. This Agreement may only be <br />modified or amended by an agreement in writing executed by each of the parties. <br />10. Governing Law. This Agreement and the rights and obligations of the parties hereunder <br />shall be governed by, and shall be construed and enforced in accordance with, the laws <br />of the state of California, without regard to conflicts of laws. <br />11. Jurisdiction. Any controversy arising under this Agreement shall be litigated exclusively <br />in the County of Los Angeles, State of California. The state and federal courts therein <br />with jurisdiction shall have exclusive jurisdiction over all such controversies. Owner <br />irrevocably consents to service, jurisdiction and venue of such courts for any such <br />litigation and waives any other venue to which it might be entitled. <br />12. Attorney's Fees. In the event either party commences an action to enforce this <br />Agreement, the prevailing party in such action shall be entitled to recover its costs and <br />expenses, including without limitation attorney fees. <br />IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first <br />above written. <br />QUINN: OWNER: <br />QUINN GROUP, INC., a California corporation, City Of Santa Ana Public Works <br />By and through its division Quinn Power Systems See Attached signature page <br />By Daniel Finnegan By: Nabil Saba <br />Title: Sales Manager Title: Executive Director <br />Date: 2/13/24 <br />Signature: <br />Date: 5/22/24 <br />Signature: % y� <br />