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<br />notice is postmarked, if sent by certified U.S. mail, with return receipt requested, or one (1)
<br />business day after such notice is deposited with a reputable overnight courier, if sent by
<br />overnight courier. Either Party may change the address to which notices are to be given to it by
<br />giving notice of such change of address in the manner set forth above for giving notice.
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<br />6.2. Term. This Agreement shall remain in effect in perpetuity, unless and
<br />until the Parties mutually execute and record a written notice terminating this Agreement,
<br />whereupon the Parties shall have no further rights or obligations one to another hereunder,
<br />except for liabilities that accrued prior to the date of such recordation.
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<br />6.3, Entire Aqreement. That certain Real Property Acquisition Agreement
<br />dated 2005, between the State and the City with respect to the State's acquisition of
<br />the State Parcel from the City, this Agreement, and the Exhibits attached hereto, represent the
<br />final and entire agreement between the Parties in connection with the terms hereof, and this
<br />Agreement supersedes and replaces any and all prior and contemporaneous agreements,
<br />understandings, and communications between the Parties, whether oral or written, with regard
<br />to the subject matter hereof. There are no oral or written agreements, representations, or
<br />inducements of any kind existing between the Parties relating to this transaction which are not
<br />expressly set forth herein. This Agreement may not be modified except by a written agreement
<br />signed by both Parties.
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<br />6.4, Waiver. No waiver of any provision of this Agreement shall be valid
<br />unless in writing and signed by both Parties hereto. No waiver by any Party, at any time, of any
<br />breach of any provision of this Agreement shall be deemed a waiver of a breach of any other
<br />provision herein, or a consent to any subsequent breach of the same or another provision. If
<br />any action by any Party shall require the consent or approval of another Party, such consent or
<br />approval of such action on anyone occasion shall not be deemed a consent to or approval of
<br />such action on any subsequent occasion or a consent to or approval of any other action.
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<br />6,5, Captions. Headinqs, Exhibits, and Recitals. The captions and section
<br />numbers appearing in this Agreement are inserted only as a matter of convenience and do not
<br />define, limit, construe, or describe the scope or intent of this Agreement. The recitals set forth in
<br />this Agreement, and each and all of the exhibits attached to this Agreement, are incorporated
<br />herein as if set forth in full in this Agreement.
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<br />6.6. Counterparts. This Agreement may be executed in counterparts, each
<br />of which shall be considered an original and all of which taken together shall constitute one and
<br />the same instrument.
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<br />6,7, Governinq Law. This Agreement has been prepared, negotiated, and
<br />executed in, and shall be construed in accordance with, the laws of the State of California,
<br />without regard to conflict of law rules.
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<br />6,8, Time of the Essence. Time is of the essence with respect to all matters
<br />contained in this Agreement.
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<br />6,9, Countinq of Davs. The time in which any act must be performed under
<br />this Agreement shall be computed by excluding the first day and including the last day, unless
<br />the last day is a non-business day (as defined below), in which case the last day of performance
<br />shall be the next business day (as defined below). The term "non-business day" shall mean any
<br />"holiday" as defined in Code of Civil Procedure Section 7 and any "optional bank holiday" as
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<br />557986.11
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