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concurrence of the other party, such other party shall be deemed to be the prevailing party. f. Governing Law - The laws of the State of California shall govern this Agreement and any action brought by either party regarding this Agreement. g. Headings - The section headings used in this Agreement are used only for the purpose of convenience and shall not be deemed to limit the subject of the paragraphs or to be considered in their construction. h. Entire Agreement - This Agreement contains the entire agreement between the parties hereto with respect to the subject matter discussed herein, and supersedes any prior or concurrent oral agreement between the parties concerning said subject matter. There are no representations, agreements, arrangements or undertakings, oral or written, between the parties hereto relating to the subject matter contained in this Agreement which are not fully expressed herein. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives, successors, and assigns. l. Severability - If any term of this Agreement, or the application thereof to any person or circumstance" shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. J. Public Declaration - Nothing contained in this Agreement shall be deemed to be a gift or dedication of the Developer's property, or any portion thereof, to the general public, for the general public benefit or for any public use or purpose whatsoever, it being the intention and understanding of the parties to this Agreement that the terms hereof shall be strictly limited to and for the development, construction, maintenance, operation, repair and restoration of the respective property of the parties hereto. k. Counterparts - This Agreement may be executed in any number of counterparts, each of which shall be an original with the same effect as if the signature thereto were upon the same instrument. The signature page and acknowledgment or any counterpart may be removed there from and attached to any other counterpart to evidence execution thereof by ,all of the parties hereto, and to effect recordation thereof, without affecting the validity thereof. I. Indemnification - The Developer on the one hand and the City and/or the Agency on the other hand, and their respective successors, shall indemnify, defend and hold harmless the other party, and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and attorneys' fees of litigation) of every nature arising out of or RE DW\0002\007 -9PREF .DOC 6\25\041130 law 15 -... -,