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No Third Party Beneficiaries.Nothing in this Agreement is intended to confer on haulers or any other person <br /> other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies <br /> under or by reason of this Agreement. <br /> Counterparts.This Agreement may be executed in any number of original counterparts.All such counterparts <br /> shall constitute but one and the same Agreement. <br /> Applicable Law and Venue.This Agreement has been negotiated and executed in the State of California and <br /> shall be governed by and construed under the laws of the State of California.In the event of any legal action to enforce <br /> or interpret this Agreement,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange <br /> County, California,. and the parties hereto agree to and do hereby submit to the jurisdiction of such court, <br /> notwithstanding Code of Civil Procedure Section 394.Furthermore,the parties specifically agree to waive any and all <br /> rights to request that an action be transferred for adjudication to another county. <br /> Seyerability. If any clause,provision, subsection, Section or Article of this Agreement shall be ruled invalid <br /> by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, <br /> provision,subsection,Section or Article which shall,to the greatest extent legally permissible,effect the intent of the <br /> parties therein; (2) if necessary or desirable to accomplish item(1) above, apply to the court having declared such <br /> invalidity for a judicial construction of the invalidated portion of this Agreement; and (3)negotiate such changes in, <br /> substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in <br /> conjunction with items (1)and(2) above to effect the intent of the parties in the invalid provision. The invalidity of <br /> such clause,provision,subsection, Section or Article shall not affect any of the remaining provisions hereof,and this <br /> Agreement shall be construed and enforced as if such invalid portion did not exist,unless such invalidity frustrates the <br /> underlying primary purpose of the Agreement. <br /> ARTICLE II <br /> REPRESENTATIONS AND WARRANTIES <br /> SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and <br /> warrants that: <br /> (A) Existence.The City is a general law or charter city or a Special District or Sanitary District <br /> validly existing under the Constitution and laws of the State. <br /> (B) Due Authorization. The City has duly authorized the execution and delivery of this <br /> Organics Agreement,and this Organics Agreement has been duly executed and delivered by the City. <br /> SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents <br /> and warrants that: <br /> (A) Existence.The County is a political subdivision of the State of California validly existing <br /> under the Constitution and laws of the State. <br /> (B) Due Authorization.The County has duly authorized the execution and delivery of this OSA, <br /> and this OSA has been duly executed and delivered by the County. <br /> ARTICLE III <br /> DELIVERY AND ACCEPTANCE OF <br /> ORGANIC WASTE AND PROVISION OF <br /> ORGANIC PROCESSING SERVICES <br /> SECTION 3.1 DELIVERY OF ORGANIC WASTE. <br /> (A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and <br /> throughout the Tenn of this OSA, and subject to available Organic Infrastructure capacity,the City shall exercise all <br /> legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of <br /> all Controllable Organic Waste (up to City's Organic Tonnage Limit as provided in Attachment 3) to the Waste <br />