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9. TERM OF AGREEMENT This Agreement shall commence upon the execution of all necessary signatures, and except for the authority granted to COUNTY for the Development Approvals, this Agreement shall continue in full force and effect with respect to the Property until annexation of the Property by the City has been completed to the satisfaction of both parties. 10. ENTIRE AGREEMENT This Agreement sets forth and contains the entire understanding and agreement of the Parties, and all oral or written representations, understandings or agreements are expressly stated in this Agreement. No testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceeding or any kind or nature to interpret or determine the terms or conditions of this Agreement. 11. SEVERABILITY If any term, provision, covenant, or condition of this Agreement is ruled invalid, void, or unenforceable by a court of competent jurisdiction, this Agreement shall nonetheless remain in full force and effect as to all remaining terms, provisions, covenants, and conditions. 12. INTERPRETATION AND GOVERNING LAW This Agreement and any related dispute shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed according to its plain language and fair and common meaning to achieve the objectives and purposes of the Parties. 13. INDEMNIFICATION Each party agrees to indemnify, defend with counsel approved in writing by the other party, and hold the other party, and their officials, officers, employees and agents free and harmless from any claim, loss, damage, or injury to property or persons, including wrongful death, in any manner arising out of or incident to any negligent act, omission or willful misconduct of the agreeing party, their respective officers, employees Page 5 of 9