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42. POLITICAL SUBDIVISION PARTICIPATION. Participation under this Contract by <br />authorized political subdivisions shall be voluntarily determined by the corresponding political subdivision. <br />Contractor agrees to provide products and services to such political subdivisions based upon the same <br />terms, conditions and prices set forth in the corresponding Participating Addendum. <br />43.. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing . <br />this Contract, a Participating Addendum, and/or order, as applicable, on behalf of the corresponding party <br />has full power and authority to do so. Contractor acknowledges that as required by statute or regulation the <br />Contract is effective only after approval by the WSCA Board of Directors and only for the period of time <br />specified in the Contract. Except as otherwise provided herein, any services performed by Contractor <br />before this Contract is effective .or after it ceases to be effective are performed at the sole risk of Contractor. <br />The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for <br />debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by <br />any governmental department or agency. <br />44. GOVERNING LAW; JURISDICTION. <br />44.1 Lead State. The parties acknowledge and agree that with respect to Contractor and the <br />Lead State and/or WSCA, the rights and obligations of the parties hereto shall be governed and construed <br />in accordance with the laws of the state of Nevada, without giving effect to any principle of conflict-of-law <br />that would require the application of the law of any other jurisdiction. The parties consent to the exclusive <br />jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contract. <br />44.2 Participating Entities. The construction and effect of any Participating Addendum or <br />order against the Contract shall be governed by and construed in accordance with the laws of the <br />corresponding Participating Entity. Venue for any claim, dispute or action concerning an order placed <br />against the Contract or the effect of a Participating Addendum shall be in the Participating Entity's State. <br />45. SIGNATURES IN COUNTERPART. The Contract may be signed in any number of <br />counterparts, each of which shall be an original, but all of which together shall constitute one in the same <br />instrument. <br />46. AMENDMENTS. The terms of this Contract shall not be waived, altered, modified, <br />supplemented or amended in any manner whatsoever without prior written approval of the WSCA Contract <br />administrator. Each Participating Entity expressly acknowledge and agree that it will be bound by the <br />terms and conditions of the Contract and by all existing or future. amendments or modifications thereto, all <br />of which are incorporated herein by reference, without the necessity of further action or notice by <br />Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such <br />amendments and modifications. <br />47. ENTIRE CONTRACT. This Contract, its integrated attachment(s) and, the Participating <br />Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete <br />Page 15 of 19 <br />25K-17