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water services are ready for use and available to the Assignment Property, the City, K&L and Safeway shall each have the right to terminate each such party ' s obligations under this Agreement upon written notice to the other parties of such termination, which notice shall be effective upon delivery. In the event the City exercises such right, such termination may be avoided by K&L or Safeway provided the party(ies) seeking to keep this Agreement in full force and effect shall indemnify, defend and hold the City harmless from any and all liabilities which may arise in connection with such legal challenge. In the event of a termination under this Paragraph 10, all funds or instruments delivered by the terminating party or parties which the City possesses at such time shall be promptly refunded or returned, and such terminating party or parties shall have no further rights or obligations hereunder. Unless the termination rights described in this Paragraph 10 have been exercised by a party prior to the Initial Service Date, the provisions of this Paragraph 10 shall automatically terminate and be of no further force or effect from and after the Initial Service Date. 11. Miscellaneous. (a) Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California. (b) Entire Agreement. This Agreement and the Annexation Agreement set forth the entire agreement of the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous oral agreements or representations. This Agreement may not be amended except in a writing signed by the parties hereto. The terms and conditions of this Agreement and the Annexation Agreement are interdependent and the valid execution and delivery of each agreement is conditioned upon the execution and delivery of the other. (c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument binding upon the parties. (d) Attorneys ' Fees. In the event any action or proceeding is brought to interpret or enforce any of the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs incurred in connection therewith, including reasonable attorneys ' and expert witness fees. (e) Exhibits. All exhibits attached hereto are incorporated into this Agreement by this reference as if set forth herein in full. sb\mhw\watersup.agr 14