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5298389.1 <br />To Zone 7: <br /> <br />To City: <br />Zone 7 Water Agency <br />100 North Canyons Parkway <br />Livermore, CA 94551 <br />Attn: Valerie Pryor <br />vpryor@zone7water.com <br /> <br />City Manager <br />City of Pleasanton <br />PO Box 520 <br />Pleasanton, CA 94566 <br />With a courtesy copy to: <br /> <br /> <br />Rebecca Smith <br />Downey Brand LLP <br />621 Capital Mall, 18th Floor <br />Sacramento, CA 95814 <br />rsmith@downeybrand.com <br /> <br /> <br />11. Authority. Each signatory of this Agreement represents that s/he is authorized to <br />execute this Agreement on behalf of the Party for which s/he signs. Each Party represents that it <br />has legal authority to enter into this Agreement and to perform all obligations under this <br />Agreement. <br />12. Amendment. This Agreement may only be amended or modified by a written <br />instrument executed by the Parties. <br />13. Jurisdiction and Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California, except for its conflicts of law rules. Any suit, <br />action, or proceeding brought under the scope of this Agreement shall be brought and maintained <br />to the extent allowed by law in the County of Alameda, California. <br />14. Construction and Interpretation. This Agreement has been arrived at through <br />arms-length negotiations, and each Party has had a full and fair opportunity to consult counsel and <br />revise the terms of this Agreement. As a result, the normal rule of construction that any ambiguities <br />are to be resolved against the drafting Party shall not apply in the construction or interpretation of <br />this Agreement. <br />15. Entire Agreement. Except as expressly set forth herein, this Agreement constitutes <br />the entire agreement of the Parties with respect to the subject matter of this Agreement and, except <br />as expressly provided in this Agreement, supersedes any prior oral or written agreement, <br />understanding, or representation relating to the subject matter of this Agreement. <br />16. Partial Invalidity. If, after the date of execution of this Agreement, any provision <br />of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws <br />effective during the term of this Agreement, such provision shall be fully severable. However, in <br />lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid, or <br />unenforceable provision as may be possible and be legal, valid, and enforceable. <br />Page 284 of 344