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regarding the Project and Project costs are integrated into, and superseded by, this 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 /> n the even a any one or mare o t e p rases, 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 /> 16. 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 /> M 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 /> M This Agreement is to be governed by the taws 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 /> 51.539200.2 <br /> 4 <br /> Cooperative Cost Reimbursement Agreement for Croddy Way Street Improvements Project,202S_4227 <br />