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and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties. Additional software products or licenses may be purchased through an amendment to this Agreement. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. Corporate Authority. Each individual executing this Agreement on behalf of any corporation or other entity, which is a party to this Agreement, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity. Notices. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or other means that displays the original or a copy of the signatures. All notices required or permitted to be given hereunder shall be in writing and may be personally served, or deposited in the United States mail registered or certified, return receipt requested, and postage prepaid. Mailings shall be addressed as follows: MHC: MHC Software, Inc. Attn: Catherine Beattie 11900 Portland Avenue South Burnsville, MN 55337 Customer: City of Santa Ana Finance and Management Services Agency Attn: Francisco Gutierrez 20 Civic Center Drive (M -17) P.O. Box 1988 Santa Ana, CA 92702 or to such other address as such parry shall have specified most recently by written notice delivered in such manner. Mailed notice shall be deemed given on the third business day following the date mailed. Successors and Assigns. The Agreement shall be binding upon each of the parties, its successors and assigns. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. Jurisdiction — Venue. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of