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<br />21. LAWS GOVERNING THIS AGREEMENT <br />This .AGREEMENT shall be governed by and construed in <br />accordance with the laws of the State of California. <br />22. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This AGREEMENT supersedes any and all other agreements, <br />either oral or in writing, between the parties hereto <br />with respect to the employment to the services set forth <br />in the PROPOSAL and contains all the covenants and <br />agreements between the parties with respect thereto. <br />Each party to this AGREEMENT acknowledges that no <br />representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not <br />embodied herein, and that no other agreements or <br />amendments hereto shall be effective unless executed in <br />writing and signed by both CITY and CONSULTANT. <br />12 <br />