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<br />regarding the Project and Project costs are integrated into, and superseded by, this <br />Agreement. <br />13.This Agreement may be amended at any time by the mutual consent of the <br />Parties by an instrument in writing signed by authorized officers of both Parties. <br />14.In the event that any one or more of the phrases, sentences, clauses, <br />paragraphs, or sections contained in this Agreement shall be declared invalid or <br />unenforceable by a valid judgment or decree of a court of competent jurisdiction, such <br />invalidity or unenforceability shall not affect any of the remaining phrases, sentences, <br />clauses, paragraphs, or sections of this Agreement which are hereby declared as <br />severable and shall be interpreted to carry out the intent of the Parties hereunder. <br />15.The persons executing this Agreement on behalf of the Parties hereto <br />warrant that they are duly authorized to execute this Agreement on behalf of said Parties <br />and that by so executing this Agreement the Parties hereto are formally bound to the <br />provisions of this Agreement. <br />16.This Agreement shall be binding upon and shall endure to the benefit of the <br />Parties hereto and their respective heirs, personal representatives, successors, and <br />assigns. <br />17.This Agreement may be executed by the Parties and counterparts, which <br />counterparts shall be construed together and have the same effect as if all of the Parties <br />had executed the same instrument. <br />18.This Agreement is to be governed by the laws of the State of California. <br />Venue for any disputes concerning this Agreement shall lie in Orange County, California. <br />19.Each Party agrees to defend, hold harmless, and indemnify the other as to <br />any and all claims, judgments, liabilities or damages for injuries and damages directly <br />arising out of each Party's own performance or omission(s) under this Agreement, except <br />to the extent such damage or expense is caused in whole or in part by the other Party's <br />negligence or willful misconduct. <br />[signatures contained on following page] <br />51539280.2 <br />4