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<br />E. Governing Law. <br /> <br />This Agreement and any dispute arising hereunder shall be governed by and interpreted in <br />accordance with the laws of the State of California. The Parties agree that the proper venue <br />for the determination of any such dispute shall be the County. <br /> <br />F. Modification of Agreement. <br /> <br />This Agreement constitutes the entire agreement between the Parties. To be effective, <br />any modification of this Agreement must be in writing and signed by the party to be <br />charged thereby, subject to Paragraph X-B of this Agreement. <br /> <br />G. Counterparts. <br /> <br />This Agreement may be executed in counterparts, each of which shall be deemed an <br />original. <br /> <br />H. Time ofthe Essence. <br /> <br />Time is of the essence with respect to the covenants, conditions and agreements set forth in <br />this Agreement. <br /> <br />I. Covenants Running with the Land. <br /> <br />The covenants and agreements ofthe City set forth in this Agreement constitute covenants <br />running with the land with respect to the Jefferson Garage and other Parking Facilities <br />covered by this Agreement. <br /> <br />[Remainder of page intentionally left blank.] <br /> <br />Atty/Agr/Agr.194 <br />062404 <br /> <br />16 <br />