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7 <br />performance shall be governed by and construed in accordance with all applicable local, <br />state, and federal laws, regulations, rules, and ordinances. <br /> <br /> 22. Validity. The provisions of this Agreement shall be applied and <br />interpreted in a manner consistent with each other so as to carry out the purposes and <br />intent of the parties, but if for any reason any provision is unenforceable or invalid, such <br />provision shall be deemed severed from this Agreement and the remaining provisions <br />shall be carried out with the same force and effect as if the severed provision had not <br />been a part of this Agreement. The headings of the Paragraphs are included solely for <br />convenience of reference, and if there is any conflict between such headings and the text <br />of Agreement, the Agreement shall control. This Agreement shall be governed by the <br />laws of the State of California. <br /> <br /> 23. No Waiver. The failure of either party to exercise in any respect a right <br />provided for in this Agreement shall not be deemed to be a subsequent waiver of the <br />same right or of any other right. <br /> <br /> 24. Counterparts/Facsimile. This Agreement may be executed in any number <br />of counterparts each of which, when executed and delivered, shall be deemed to be an <br />original with all the counterparts constituting but one and the same instrument. <br />Additionally, facsimile signature shall bind the undersigned. <br /> <br /> 25. Reservation of Rights. Notwithstanding any contrary statement or <br />provision of this Agreement, nothing contained herein nor any payments made pursuant <br />hereto nor any performance hereunder shall constitute a waiver of any claims by any <br />party to this Agreement. <br /> <br /> 26. Authority. The persons executing this Agreement on behalf of the parties <br />hereto warrant that they are duly authorized to execute this Agreement on behalf of said <br />parties and that, by so executing this Agreement, the parties hereto are formally bound to <br />the provisions of this Agreement. <br /> <br /> 27. Applicable Laws. In performing its obligations and duties under this <br />Agreement, each party shall comply with all applicable local, state, and federal laws, <br />regulations, rules, and ordinances. <br /> <br /> 28. Attorneys’ Fees. In the event any action is brought between the parties <br />hereto relating to this Agreement or the breach thereof, the prevailing party in such action <br />shall be entitled to recover from the other party reasonable expenses, attorneys’ fees and <br />costs in connection with such action or proceeding. <br /> <br />[Signatures on following page.] <br />City Council 19 –9 11/16/2021