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24. INTEGRATION; AMENDMENT <br />It is understood that there are no oral agreements between the parties hereto affecting <br />this Agreement and this Agreement supersedes and cancels any and all previous negotiations, <br />arrangements, agreements and understandings, if any, between the parties, and none shall be <br />used to interpret this Agreement. This Agreement may be amended at any time by the mutual <br />consent of the parties by an instrument in writing. <br />25. SEVERABILITY <br />If any portion of this Agreement or application thereof to any person or circumstance <br />shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of <br />any federal, state or county or city statute, ordinance or regulation the remaining provisions of <br />this Agreement or the application thereof shall not be invalidated thereby and shall remain in full <br />force and effect to the extent that the provisions of this Agreement are severable. <br />26. ENTIRE AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between any of the parties herein with respect to the subject matter hereof and contains all the <br />agreements between the parties with respect to such matter. Each party acknowledges that no <br />representations, inducements, promises or agreements, oral or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein, and that no <br />other agreement, statement or promise not contained in this Agreement shall be valid or <br />binding. <br />27. GOVERNING LAW AND VENUE <br />This Agreement shall be deemed to be made under, and shall be governed by and <br />construed in accordance with, the laws of the State of California. Any action brought to enforce <br />the terms or provisions of this Agreement shall be brought in the County of Orange, State of <br />California. <br />28. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the CITY <br />and CONTRACTOR, 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 attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except <br />by written instrument signed by the CITY and by an authorized representative of <br />CONTRACTOR. The parties agree that any terms or conditions of any requisition, purchase <br />order, or other instrument that are inconsistent with, or in addition to, the terms and conditions <br />hereof, except as may be referenced in accordance with Exhibit "A", shall not bind or obligate <br />CONTRACTOR or the CITY. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein. <br />11 <br />