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t <br />1 <br />officials, officers, employees, agents, and volunteers except as otherwise specified in this <br />Agreement. The captions of the various articles and paragraphs are for convenience and ease of <br />reference only, and do not define, limit, augment, or describe the scope, content, or intent of this <br />Agreement. <br />3.12 Amendment/Modification. No supplement, modification, or amendment of this <br />Agreenien.t shall be binding unless executed in writing and signed by all Parties. <br />3.13 No Third -Party Beneficiaries. There are no intended third party beneficiaries of <br />any right or obligation assumed by the Parties. <br />3.1.4 Invalidity/Severability. If any portion of this Agreement is declared invalid, <br />i llegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions <br />shall continue in full force and effect. <br />3.15 Governing Law and Venue. This Agreement shall be governed by the laws of the <br />State of Cal l fomia. Venue shall be in San Bernardino County. <br />3.16 Time is of the Essence. Time is of the essence of each and every provision of this <br />Agreement. <br />3.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties <br />with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or <br />agreements. This Agreement may only be modified by a writing signed by both Parties. <br />3.18 Counter arts This Agreement may be signed in counterparts, each of which shall <br />const.i.tute an original. <br />[Signatures on following page] <br />ORANG E\A DY E\34803-1 <br />