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<br />addition to, the terms and conditions hereof, shall not bind or obligate YMCA nor the City. Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein. <br /> <br />8. TERMINATION <br /> <br />This Agreement may be terminated by the either party upon thirty (30) days written <br />notice of termination. In such event, City shall be entitled to receive and the YMCA shall pay City <br />compensation for all services performed by City prior to receipt of such notice of termination. <br /> <br />9. JURISDICTION - VENUE <br /> <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />10. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set <br />forth in the body of this Agreement. <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />II <br /> <br />3 <br />