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11. Successors. This Agreement shall bind and inure to the benefit of the <br />respective heirs, personal representatives, successors and assignees of the parties to <br />this Agreement. <br />12. Provisions Not Merged With Deeds. None of the provisions of this <br />Agreement are intended to or shall be merged by any deed transferring title to the <br />Property from City to Agency, and any such deed shall not be deemed to affect or <br />impair the terms, conditions and covenants of this Agreement. <br />13. Integration. This Agreement, together with the Exhibits attached hereto, <br />contains the entire agreement between the parties, constitutes the entire understanding <br />between the parties with respect to the subject matter of this Agreement, and <br />supersedes all previous or contemporaneous agreements, understandings, <br />representations or statements between the parties respecting the subject matter of this <br />Agreement. <br />14. Counterparts. This Agreement may be executed in one or more <br />counterparts, each of which shall be deemed an original and all of which taken together <br />shall constitute one and the same instrument. <br />15. Severability. If any term, provision, covenant or condition of this <br />Agreement is held by a court of competent jurisdiction to be invalid, void or <br />unenforceable, the remainder of the provisions shall continue in full force and effect <br />unless the rights and obligations of the parties have been materially altered or abridged. <br />by such invalidation, voiding or unenforceability. <br />16. Third Party Rights. Nothing in this Agreement is intended to or shall <br />confer upon any person, other than the parties to this Agreement and their respective <br />successors and assigns, any rights or remedies under this Agreement. <br />17. Parties Not Co-Venturers. Nothing in this Agreement is intended to or <br />does establish the parties as partners, co-venturers, or principal and agent with one <br />another. <br />18. Conflicts of Interest. No member, official or employee of either party shall <br />make any decision relating to this Agreement which affects his or her personal interests <br />or the interests of any corporation, partnership or association in which he or she is <br />directly or indirectly interested. <br />19. Non-Liability of Officials, Employees and Agents. No member, official, <br />employee or agent of either party shall be personally liable to the other party or its <br />assignee or successor in the event of any default or breach by the party or for any <br />amount which may become due to a party or its assignee or successor on any <br />obligation under the terms of this Agreement. <br />City-Agency Agreement <br />1016-1040 Davis Street <br />