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by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />16. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />OCSA, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict 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 written instrument <br />signed by the City and by an authorized representative of OCSA. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein <br />17. JURISDICTION- VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />t 1 / <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and rigbt to bind their respective parties to each of the terms of this Agreement, and <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this Agreement. <br />c. If a court of competentiurisdiction finds or rules that any provision of this Agreement or any <br />amendment thereto is void orunenforceable, the unaffected provisions of this Agreement and <br />any amendments thereto will remain in full force and effect. <br />[signature page to follow] <br />