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9.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof <br />shall be recorded with the Orange County Recorder by the Clerk of the City Council within ten <br />(10) days after the City enters into this Agreement, in accordance with Section 65868.5 of the <br />Government Code. If the Parties to this Agreement or their successors in interest amend or <br />cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein <br />for failure of the Owner to comply in good faith with the terms and conditions of this <br />Agreement, the City Clerk shall cause notice of such action recorded with the Orange County <br />Recorder. <br />9.2. Entire Agreement. This Agreement sets forth and contains the entire understanding and <br />agreement of the parties, and there are no oral or written representations, understandings or <br />ancillary covenants, undertakings or agreements that arc not contained or expressly referred to <br />herein. No testimony or evidence of any such representations, understandings or covenants shall <br />be admissible in any proceeding of any kind or nature to interpret or determine the terms or <br />conditions of this Agreement. <br />9.3. Severability. If any term, provision, covenant or condition of this Agreement shall be <br />determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected <br />thereby to the extent such remaining provisions arc not rendered impractical to perform taking <br />into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision <br />of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the <br />Development Impact Fees set forth therein, arc essential elements of this Agreement and City <br />would not have entered into this Agreement but for such provisions, and therefore in the event <br />such provisions arc determined to be invalid, void or unenforceable, this entire Agreement shall <br />be null and void and of no force and effect whatsoever. <br />9.4. Interpretation and Goveming Law. This Agreement and any dispute arising hereunder <br />shall be governed and interpreted in accordance with the laws of the State of California, with <br />venue in Orange County. This Agreement shall be construed as a whole according to its fair <br />language and common meaning to achieve the objectives and purposes of the parties hereto, and <br />the rule of construction to the effect that ambiguities are to be resolved against the drafting party <br />shall not be employed in interpreting this Agreement, all parties having been represented by <br />counsel in the negotiation and preparation hereof. <br />9.5. Section Headings. All section headings and subheadings are inserted for convenience <br />only and shall not affect any construction or interpretation of this Agreement. <br />9.6. Singular and Plural. As used herein, the singular of any word includes the plural. <br />9.7. Joint and Several Obligations. If at any time during the Term of this Agreement the <br />Property is owned, in whole or in part, by more than one owner, all obligations Of such owners <br />under this Agreement shall be joint and several, and the default of any such owner shall be the <br />default of all such owners. Notwithstanding the foregoing, no owner of a single lot that has been <br />finally subdivided and sold to such owner as a member of the general public shall have any <br />obligation under this Agreement except as expressly provided for herein. <br />9.8. Time of Essence. Time is of the essence in the performance of the provisions of this <br />Agreement as to which time is an element. <br />9.9. Waiver. Failure by a party to insist upon the strict performance of any of the provisions <br />of this Agreement by the other party, or the failure by a party to exercise its rights upon the <br />-24- <br />11 B-37 <br />