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4.4. Authority. Each individual executing this Agreement on behalf of Sellers or City represents and <br />warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of <br />Sellers or City, respectively, and that this Agreement is binding upon Sellers and City, <br />respectively, in accordance with its terms. <br />4.5 Governing Law. This agreement shall be governed by the construed in accordance with the laws <br />of the State of California. <br />4.6 Time of the Essence. Time is of the essence of every provision herein contained in this <br />Agreement. <br />4.7 Further Assurances. Sellers and City shall make, execute, and deliver such documents and <br />undertake such other and further acts as may be reasonably necessary to carry out the intent of <br />the parties hereto. <br />4.8 Construction. The parties acknowledge that each party and its counsel have reviewed and revised <br />this Agreement and that the normal rule of construction to the effect that any ambiguities are to <br />be resolved against the drafting party shall not be employed in the interpretation of this <br />Agreement or any amendment or exhibits hereto. Regardless of which party prepared or <br />communicated this Agreement, this Agreement shall be of binding effect only upon its execution <br />by an authorized representative of each party hereto. This Agreement contains all of the <br />covenants, conditions and agreements between the parties and shall supersede all prior <br />correspondence, agreements and understandings, both verbal and written. No addition or <br />modification of any term or provision shall be effective unless set forth in writing and signed by <br />Sellers and City. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first <br />above written. <br />THE CITY OF PLEASANTON, <br />a California municipal core tion <br />Nelson Fialho, City Manage ` <br />AP OV~ED1 'AS TO FORM: <br />~~ <br />SELLERS <br />C O~ <br />ary Duclair <br />>L ~ <br />Jani Duclair <br />Michael H. Roush, City Attorney <br />TTEST: <br />l <br />D G. Ab so ,City Clerk <br />(aj:mydocs\agreements\2005\duclair purchase agrmt) <br />3 <br />