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<br />Page 8 of 19 <br /> <br />calculating these timeframes, weekends, federal, state, County or City holidays <br />shall be excluded. <br /> <br />14. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the <br />City and FOSAZ regarding 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 FOSAZ or 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 actin g <br />on behalf of any party, which are not embodied herein. <br /> <br />15. LICENSES <br /> <br />FOSAZ shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision <br />of the services hereunder and required by the laws and regulations of the United <br />States, the State of California, the City of Santa Ana and all other governmental <br />agencies. FOSAZ shall notify the City immediately and in writing of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. <br />Said inability shall be cause for termination of this Agreement. <br /> <br />16. SEVERABILITY <br /> <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 /> <br />17. EXHIBITS <br /> <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 /> <br /> <br /> <br /> <br /> <br />Exhibit 1