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21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the <br />conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement <br />shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. <br />22. Captions. Captions and headings in this Agreement, including the title of this Agreement, <br />are for convenience only and are not to be considered in construing this Agreement. <br />23. Governing Law. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California. <br />24. No Reliance By One Party On The Other. Each party has received independent legal advice <br />from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the <br />provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and <br />not for or against any party based upon any attribution to such party as the source of the language <br />in question. <br />25. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and <br />no other person or entity has or shall acquire any rights hereunder. <br />26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, <br />execute and deliver such further documents (in form and substance reasonably acceptable to the <br />party to be charged) and do such other acts and things as are reasonably necessary and <br />appropriate to effectuate the terms and conditions of this Agreement, without cost. <br />27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall <br />inure to the benefit of the successors and assigns of the parties to this Agreement. <br />28. Authority to Execute Agreement. Each undersigned represents and warrants that its <br />signature herein below has the power, authority and right to bind their respective parties to each of <br />the terms of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in <br />fact, held by the signatory or is withdrawn. <br /> <br />5