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9. TERM OF AGREEMENT <br />This Agreement shall commence upon the execution of all necessary signatures, <br />and except for the authority granted to COUNTY for the Development Approvals, this <br />Agreement shall continue in full force and effect with respect to the Property until <br />annexation of the Property by the City has been completed to the satisfaction of both <br />parties. <br />10. ENTIRE AGREEMENT <br />This Agreement sets forth and contains the entire understanding and agreement <br />of the Parties, and all oral or written representations, understandings or agreements are <br />expressly stated in this Agreement. No testimony or evidence of any such <br />representations, understandings, or covenants shall be admissible in any proceeding or <br />any kind or nature to interpret or determine the terms or conditions of this Agreement. <br />11. SEVERABILITY <br />If any term, provision, covenant, or condition of this Agreement is ruled invalid, <br />void, or unenforceable by a court of competent jurisdiction, this Agreement shall <br />nonetheless remain in full force and effect as to all remaining terms, provisions, <br />covenants, and conditions. <br />• r s <br />This Agreement and any related dispute shall be governed and interpreted in <br />accordance with the laws of the State of California. This Agreement shall be construed <br />according to its plain language and fair and common meaning to achieve the objectives <br />and purposes of the Parties. <br />13. INDEMNIFICATION <br />Each party agrees to indemnify, defend with counsel approved in writing by the <br />other party, and hold the other party, and their officials, officers, employees and agents <br />free and harmless from any claim, loss, damage, or injury to property or persons, <br />including wrongful death, in any manner arising out of or incident to any negligent act, <br />omission or willful misconduct of the agreeing party, their respective officers, employees <br />Page 5 of 9 <br />75C-27 <br />