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10. Amendments. <br /> <br /> This is the sole and only agreement between the parties regarding the subject matter <br />hereof; other agreements, either oral or written, are void. Any changes to this Agreement <br />shall be in writing and shall be properly executed by both parties. <br /> <br /> 11. Partial Invalidity. <br /> <br /> If any term, covenant, condition, or provision of this Agreement is held by a court of <br /> <br />competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions <br />hereof shall remain in full force and effect and shall in no way be affected, impaired, or <br />invalidated thereby. <br /> <br />12. Governing Law and Venue. <br /> <br /> This Agreement has been negotiated and executed in the State of California and shall <br /> <br />be governed by and construed under the laws of the State of California. In the event of any <br />legal action to enforce or interpret this agreement, the sole and exclusive venue shall be a <br />court of competent jurisdiction located in Orange County, California, and the parties hereto <br />agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil <br />Procedure section 394. <br /> <br />13. Duration. <br /> <br /> This Agreement shall terminate upon the failure of the city to annex the property <br />pursuant to the terms provided for herein. <br /> <br />14. No Third Party Beneficiaries. <br /> <br /> The Parties expressly acknowledge and agree that they do not intend, by their <br /> <br />execution of this Agreement, to benefit any person or entities not signatory to this <br />Agreement. No person or entity not a signatory to this Agreement will have any rights or <br />causes of action against the City or County, or any combination thereof, arising out of or <br />due to City's and County's entry into this Agreement. <br /> <br /> <br />