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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: <br />Patricia E. Healy <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />Joseph W. Fletcher <br />City Attorney <br />CITY OF SANTA ANA <br />By: <br />David N. Ream <br />City Manager <br />DOWNTOWN INCORPORATED <br />By: <br />Its: <br />80A-35 <br />