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Exhibit 1 <br /> <br />calculating these timeframes, weekends, federal, state, County or City holidays <br />shall be excluded. <br />14.EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the <br />City and FOSAZregarding the subject matter herein, and supersedes any and all <br />other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of <br />this Agreement shall prevail. This Agreement may not be modified except by <br />written instrument signed by the City and by an authorized representative of <br />FOSAZ.The parties agree that any terms or conditions of any purchase order or <br />other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate FOSAZor the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any party, which are not embodied herein. <br />15.LICENSES <br />FOSAZshall, throughout the termof this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision <br />of the services hereunderand required by the laws and regulations of the United <br />States, the State of California, the City ofSanta Ana and all other governmental <br />agencies. FOSAZshall notify the City immediately and inwriting of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, andexemptions. <br />Said inability shall be cause for termination of this Agreement. <br />16.SEVERABILITY <br />In the event that one or more of the phrases, sentences, clauses, paragraphs, or <br />sections contained in this Agreement shall be declared invalid or unenforceable by <br />valid judgment or decree of a court of competent jurisdiction, such invalidity or <br />unenforceability shall not affect any of the remaining phrases, sentences, clauses, <br />paragraphs, or sections of this Agreement, which shall be interpreted to carry out <br />the intent of the parties hereunder. <br />17.EXHIBITS <br />All Exhibits referenced herein and/ or attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />Page 8of 19 <br /> <br /> <br />