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with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement,promise, statement or representation by or on behalf of the other Party, or its officers, officials,agents, employees, volunteers,representatives,attorneys, or consultants,except as specifically set forth in this Agreement,and without duress or coercion,whether economic or otherwise. Section 6.10 Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, shall execute any and all documents which may be reasonably necessary, helpful,or appropriate to carry out the purposes and intent of this Agreement. Section 6.11 Conflicts of Interest. No member,official or employee of City shall have any personal interest,direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. Section 6.12 Applicable Law. The laws of the State of California,without regard to conflict of laws principles,shall govern the interpretation and enforcement of this Agreement. Section 6.13 No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement. Section 6.14 Interpretation. The captions preceding the sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope or intent of any provision of this Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein and shall be interpreted to achieve the intents and purposes of the Parties, without any presumption against the Party responsible for drafting any part of this Agreement. Provisions in this Agreement relating to number of days shall be calendar days. Use of the word "including"means"including,without limitation." As used in this Agreement,masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The recitals to this Agreement and all exhibits attached hereto are incorporated by reference, as though fully restated herein. Section 6.15 Time of Essence. Time is of the essence with respect to all obligations of Costco under this Agreement. Section 6.16 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City unless specifically provided otherwise or the context should require otherwise. Section 6.17 Attorneys' Fees. in the event that either Party to this Agreement brings an action or proceeding for a declaration of the rights of the parties under this Agreement, for injunctive relief or for an alleged breach or default of this Agreement,or in any other action arising out of this Agreement or the transactions contemplated by this Agreement,the 17 131001'2218870.8 2/7/2018