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11.5. Entire Agreement. This Agreement contains the entire agreement of the parties <br /> with respect to the subject matter hereof. This Agreement may only be modified <br /> in writing signed by both parties. <br /> 11.6. Governing_Law. This Agreement shall be governed by the laws of the State of <br /> California. <br /> 11.7. Time of Essence. Time is of the essence of each and every provision of this <br /> Agreement. <br /> ATTEST: CITY OF SANTA ANA <br /> By: <br /> Patricia E. Healy David N. Ream <br /> Clerk of the Council City Manager <br /> APPROVED AS TO FORM: <br /> <br /> Joseph W. Fletcher <br /> <br /> City Attorney <br /> DOWNTOWN INCORPORATED <br /> By: <br /> Its: <br /> 80A-35 <br /> <br />