IRVINE RANCH WATER DISTRICT (IRWD)

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documents, data, or written material prepared or caused to be prepared by Consultant, its officers, employees, agents, and subcontractors in the course of implementing this Agreement shall become the joint property of the Parties, and each Party shall have the right to use and modify such materials without further approval or compensation to Consultant or the other Parties. 8. Withdrawal. Any Party may withdraw from this Agreement upon 30 days' written notice to the other Parties. However, the payment obligations of that Party will be pro -rated based on the percent of the Work accomplished up to the withdrawal date. 9. Warranty of Authority. Each person executing this Agreement in a representative capacity represents and warrants that he or she is authorized to execute this Agreement on behalf of and to bind the Party on whose behalf he or she executes the Agreement. 10. Construction. This Agreement will be construed as if the Parties jointly prepared it. 11. No Third Party Beneficiaries. This Agreement is not for the benefit of any person or entity other than the Parties and any additional parties described in Section 3 above. 12. Modification. This Agreement may not be modified by any of the Parties by oral representation made before or after the execution of this Agreement. All modifications must be in writing and signed by the Parties or their successors in interest at the time of modification. 13. Further Documents. The Parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. 14. Governing Law. This Agreement is entered into and will be construed and interpreted in accordance with the laws of the State of California. 15. Execution of Agreement. This Agreement may be executed in multiple counterparts. The signature page of this Agreement may be executed by way of a manual or electronic or digital signature. Delivery of an executed counterpart of a signature page by electronic transmission will be effective. 16. Incorporation of Recitals. The Recitals set forth above are incorporated herein and made an operative part of this Agreement. 17. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties or by any third person to create the relationship of principal and agent, or partnership or joint venture, or any association between the Parties, and none of the provisions contained in this Agreement or any act of the Parties shall be deemed to create any relationship other than as specified herein. 18. Severability. If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, by a court of competent jurisdiction, the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 20877033.10