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Guzman's position and duties as a law enforcement officer of the City, and (2) if the City fails to establish that Guzman acted or failed to act due to actual fraud, corrgption, or actual tuahce,'or that Guzman willfully failed or refused to conduct the defense of the claim or action in good faith,. or that Guzman failed to reasonably cooperate in good. faith in the defense conducted by City. 4. Execution of Other Documents Guzman and the City hereto agree that they will cooperate with each other and will execute and deliver, or cause to be delivered, all such other instruments, and will take all such other actions,. as any party hereto may reasonably request from time to time in order to effectuate the provisions and purposes hereof. S. Attornev's pees If Guzman or the City must bring an action to interpret or enforce any.provision of this Agreement, or arising out of a misrepresentation.contained in this Agreement, then the prevailing party shall be entitled to recover its actual attorneys' fees.incurred in connection with such action. 6. S'everability If any.provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than as to which it is so determined invalid or unenforceable, shall pot.be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law. 7. Governing Law and Venue This Agreement shall be construed and. enforced in accordance with the.laws of the State of California. An action filed pursuant to this Agreement shall be filed ht Superior Court in Orange County, California. 8. Counterparts This Agreement may be executed in counterparts, each of which is deemed to be an original, but such counterparts together shall, constitute one in the same instrument and may be. transmitted by facsimile or e-mail. All parties acknowledge receipt of a copy of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Assumption of Defense and Reservation of Rights Agreement, and when fully executed it shall be effective, [CONTINUED ON NEXT PAGE]