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City. Agency has examined the Property, is familiar with its physical condition, and accepts <br />the Property in an "as is" condition. City has not made and does not make any <br />representations as to the physical condition of the Property. <br />7. Attorneys' Fees. Each party shall bear its own fees and costs in connection <br />with this Agreement and all matters relating thereto. <br />8. Successors. This Agreement shall bind and inure to the benefit of the <br />respective heirs, personal representatives, successors and assignees of the parties to this <br />Agreement. <br />9. 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 Property <br />from City to Agency, and any such deed shall not be deemed to affect or impair the terms, <br />conditions and covenants of this Agreement. <br />10. Integration. This Agreement, togetherwith the Attachments 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 supersedes <br />all previous or contemporaneous agreements, understandings, representations or <br />statements between the parties respecting the subject matter of this Agreement. <br />11. 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 />12. Severability. If any term, provision, covenant or condition of this Agreement <br />is held by a court of competent jurisdiction to be invalid, void or unenforceable, the <br />remainder of the provisions shall continue in full force and effect unless the rights and <br />obligations of the parties have been materially altered or abridged by such invalidation, <br />voiding or unenforceability. <br />13. 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 or <br />the interests of any corporation, partnership or association in which he or she is directly or <br />indirectly interested. <br />14. Amendment. This Agreement may be amended or modified only by a written <br />instrument executed by the parties hereto. <br />15. Governing Law. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of <br />the day and year first above written. <br />City -Agency Agreement <br />268 Parrot Street <br />