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5. MISCELLANEOUS PROVISIONS <br /> (a) Entire Agreement. This Agreement contains the entire agreement of the Parties <br /> with respect to the matters contemplated herein and fully and completely integrates all prior or <br /> contemporaneous discussions, agreements and understandings of the Parties regarding its subject <br /> matter. There are no other agreements,written or oral,between the Parties or their <br /> representatives with respect to the matters set forth herein. <br /> (b) Successors and Assigns. The provisions of this Agreement shall inure to the <br /> benefit of the Parties and their respective successors and permitted assigns. <br /> (c) Governing Law. This Agreement shall be construed in accordance with and <br /> governed by the laws of the State of California. <br /> (d) Construction. This Agreement shall not be construed more strictly against either <br /> Party than against the other merely by virtue of the fact that it may have been prepared by <br /> counsel for one of the parties, it being recognized that both Parties have been independently <br /> represented and have contributed substantially and materially to the preparation of this <br /> Agreement. <br /> (e) Headings. The headings of various sections in this Agreement are for convenient <br /> reference only, are not intended to be utilized in construing the content or meaning of the <br /> substantive provisions hereof, and shall be of no legal force or effect. <br /> {f) <br /> Severability. If any one or more of the provisions of this Agreement is for any <br /> reason held to be invalid, illegal, void or unenforceable by a court of competent jurisdiction for <br /> any reason,the remaining provisions shall not be affected thereby, but shall remain in full force <br /> and effect. <br /> (g) Waiver. Either Party may specifically and expressly waive, but only in writing, <br /> any term or condition of this Agreement, or breach thereof, by the other Party, but no such <br /> waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of <br /> the same or any other provision,whether or not similar. <br /> (h) Notices. Any notice required or permitted hereunder shall be in writing and shall <br /> be deemed given (i)upon personal delivery; or(ii)twenty-four(24)hours following <br /> electronically confirmed transmission by facsimile,email,or by deposit for overnight delivery <br /> with a bonded courier holding itself out to the public as providing overnight service; or(iii) <br /> forty-eight(48)hours following deposit in the United States Mail, certified or registered mail, <br /> postage prepaid, and addressed as follows or to such other addresses as either party may provide <br /> to the other from time to time in the manner provided herein. <br /> If to City: City of San Leandro <br /> 835 E. 14th Street <br /> 4 <br />