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N-2017-243 cancels all previous agreements between the Parties hereto. No course of conduct or dealing between the Parties shall act as a modification or waiver of any provision of this Agreement, and only a modification or waiver which is contained in a single document signed by both Parties shall be effective; provided, however, no such waiver shall be construed as any other waiver of any term, condition or obligation of this Agreement. 13. This Agreement is binding on Recipient, its officers, agents, employees, consultants, and Representatives. This Agreement is not assignable or transferable by Recipient without prior written authorization from Discloser, and any such attempted transfer is null and void. 14. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement and the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, nor shall the invalidity or unenforceability of any provision of this Agreement with respect to any person or entity affect the validity or enforceability of such provision with respect to any other person or entity. 15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, and its effectiveness shall date from the Effective Date. ATTEST: • � 4 Ili• �� ' APPROVED AS TO FORM: SONIA R. CARVALHO CITY ATTO NEYi ATTORNEY CITY OF SANTA ANA r- RAUL GODINE I CITY MANAGE 0