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postage prepaid, and addressed as set forth above. For purposes of calculating these time <br />frames, weekends, federal, state, County or City holidays shall be excluded. <br />6. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Grantor, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of Grantor. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />7. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. <br />8. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />3 <br />20A-5