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DocuSign Envelope ID: D5E950BA-8870-40E8-B9AD-E50D09B33176 <br />9. MISCELLANEOUS: <br />9.1. This Agreement shall be deemed to have been executed and delivered within the State of California, and <br />the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, <br />and governed by, the laws of the State of California. <br />9.2. This Agreement is the entire Agreement between the Parties with respect to the subject matter hereof <br />and supersedes all prior and contemporaneous oral or written agreements and discussions. This <br />Agreement may be amended only by an agreement in writing, executed by all Parties hereto. <br />9.3. This Agreement is binding upon and shall inure to the benefit of the Parties hereto, their respective <br />agents, attorneys, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, <br />tenants, assigns, heirs, spouses, sons, daughters, predecessors, dealers, franchisees, successors in interest <br />and shareholders. <br />9.4. Each Party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction <br />to be made of this Agreement, the same shall not be construed against any Party. <br />9.5. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and <br />when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed <br />an original, and, when taken together with other signed counterpart, shall constitute one Agreement, <br />which shall be binding upon and effective as to all Parties. <br />0 Signed by <br />?I°ebt,vfa Iee?t,rs <br />iewr+sa eeess <br />ROBERTA ROGERS <br />CITY OF SANT AN <br />By: <br />KEV RKE <br />Interim City Manager <br />Dated: 5/16/2013 <br />27 2013 <br />01 <br />Dated: <br />Rose,,,-. City o[smnaAae. e„i- Page 5 of 6 5/ 16/2013