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24. EXHIBITS; PRECEDENCE <br />All documents referenced as exhibits in this Agreement are hereby incorporated in this <br />Agreement. In the event of any material discrepancy between the express provisions of this <br />Agreement and the provisions of any document incorporated herein by reference, the provisions <br />of this Agreement shall prevail. <br />25. ENTIRE AGREEMENT <br />This Agreement, and any other documents incorporated herein by specific reference, <br />represent the entire and integrated agreement between CONSULTANT and CITY. This <br />Agreement supersedes any and all other agreements, either oral or in writing, between the parties <br />with respect to the subject matter herein. Each party to this Agreement acknowledges and agrees <br />that no representations by any party which are not embodied herein and no other agreement, <br />statement or promise not contained in this Agreement shall be valid and binding. Any <br />modification of this Agreement will be effective only if it is in writing signed by the parties. <br />27. GOVERNING LAW; VENUE <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. Any legal action brought for any purpose that arises, directly or indirectly, <br />from this Agreement and the performance or failure to perform under the Agreement shall be <br />brought in the Superior Court in the County of Orange, California. <br />28. SEVERABILITY <br />Wherever possible, each provision of this Agreement shall be interpreted in such a <br />manner as to be valid under applicable law. If any provision of this Agreement, or the <br />application of it to any person or circumstances, is determined by a court of competent <br />jurisdiction to be unenforceable, such provision shall be severed from and shall not affect the <br />remainder of the Agreement. <br />29. CAPTIONS <br />The captions used in this Agreement are solely for reference and the convenience of the <br />parties. Said captions are not a part of the Agreement and in no way bind, limit, or describe the <br />scope or intent of any provision, and shall have no effect upon the construction or interpretation <br />of any provision herein. <br />30. EXECUTION <br />This Agreement may be executed in any number of counterparts, each of which shall be <br />deemed an original, but all of which when taken together shall constitute one and the same <br />instrument. <br />Page 7 <br />