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documents consistent with the terms and conditions of this Agreement, which may be needed., desired or required to effectuate the teens, conditions and provisions hereof. 7. Entire Agreement. Except as otherwise provided for herein, this Agreement constitutes the entire and only agreement between the Parties with reference to the subject matter hereof and supersedes any prior representation or agreement, oral or written, with respect thereto. The Parties further agree that no representation, warranty, agreement or covenant has been made with regard to this Agreement, except as expressly recited herein and that in entering into this Agreement, no Party is relying upon any representation, warranty, agreement or covenant not expressly set forth herein. 8. No Admissions. Each Party agrees that this Agreement is made in resolution of potentially disputed claims, and that by entering into and performing the obligations of this Agreement, no party concedes or admits the truth of any claim or any fact and the execution and performance of this Agreement shall not be construed as an admission by any Party. 9. Governing Law. 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 this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 10. Mutual Drafting.. The Parties agree that this Agreement shall not be construed in favor of, or against, any Party by reason of the extent to which any Party or its counsel participated in the drafting of this Agreement. 11. Amendment. This Agreement can be amended only by a writing signed by each of the Parties hereto. 12. Independent Parties. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the Parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. 13. Notice. Any notice, tender,, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person, sent by reputable overnight mail delivery service, mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic or electronic communication in the manner provided in this Section, to the following persons; To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988