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4/5/11 33. Attorney's Fees and Costs: In the event that any action is instituted to enforce payment or performance under this Agreement, or otherwise in connection with this Agreement, the parties agree that the prevailing party shall be reimbursed by the other party for all costs and all attorneys fees incurred by the prevailing party in such action. 34. Entire Agreement, This Agreement, together with all attachments hereto and all documents executed pursuant hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Borrower concerning all or any part of the subject matter of this Agreement. 35. Conflict of Interest. No member, official or employee of the Agency or City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she is directly or indirectly interested. 36. Nonliability of Agency/City Officials and Employees. No member, official or employee of City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by City or for any amount which may become, due to Developer or successor, or on any obligation under the terms of this Agreement. 37. Legal Advice. Each party represents and warrants to the other the following: they have carefiilly read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 38. Captions. The captions and headings in this Agreement are for convenience only and are not to be used to interpret or define the provisions hereof. Page 13 of 14