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<br />-4- <br />ENTIRE AGREEMENT <br />This Agreement supersedes any and ail other agreements, either oral or in writing, between the <br />parties hereto with respect to the subject matter hereof, and no other agreement, statement or <br />promises relating to the subject matter of this agreement that is not contained herein shail be valid or <br />binding. <br />GOVERNING LAW <br />The validity of this Agreement and any of its terms of provisions, as are the rights and duties of the <br />parties hereunder, shall be governed by the laws of the State of Ohio. <br />AMENDMENT <br />This Agreement may be amended by the mutual agreement of the parties hereto in writing to be <br />attached and incorporated into this Agreement. <br />LEGAL CONSTRUCTION <br />In the event that any one or more of the provisions contained in this Agreement shall, for any reason, <br />be held to be invalid, illegal, or unenforceable, it shall not affect any other provisions and this <br />Agreement shall be constructed as if the invalid, illegal, or unenforceable provision had never been <br />contained herein. <br />IN WITNESS WHEREOF the parties hereto have set their hands the day and year first above <br />written. <br />ATTEST: <br />Witness <br />WITNESS: <br />Witness <br />C ITY <br />Mayor <br />JEFFREY A. GRUSENMEYER & ASSOCIATES, Inc. <br />Jeffrey A. Grusenmeyer, AIA, President <br />Ohio Registration No. 7475, Expiration 12/31/05 Renewable <br />, r....,