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either party be liable for a) any loss incurred by the other party in the course of its <br />performance hereunder, or b) any debts, obligations, or liabilities of the other party, whether <br />due or to become due. <br />12. TERM <br />This Agreement shall commence on the date first written above and terminate on February <br />28, 2019, unless terminated earlier in accordance with Section 15, below. The term of this <br />Agreement may be extended for one (2) two-year period upon a writing executed by the City <br />Manager and the City Attoniey. <br />13. ASSIGNMENT <br />The Parties shall not assign, transfer, or convey this Agreement or any interest that it may <br />have in this Agreement without the other party's express consent or approval. Any attempted <br />assignment without the required consent or approval shall be void and shall confer no right, <br />title, or interest in or to this Agreement, or part thereof. In the event of an unauthorized <br />assignment, at the option of the party not making the assignment, this Agreement may <br />terminated upon reasonable notice to the party malting the assignment. <br />14. ENTIRE AGREEMENT <br />This Agreement represents the entire agreement between the Parties regarding the subject <br />matter herein, and supersedes all prior negotiations, representations, and contracts, written or <br />oral. This Agreement may only be amended by an instrument, in writing, signed by the <br />Parties, This Agreement may be executed in any number of counterparts, each of which shall <br />be an original, but all of which together shall constitute one and the same instrument. <br />15. WAIVER <br />The waiver of either party of any breach or violation of any covenant, term, condition, or <br />provision of this Agreement shall not be deemed to be a waiver of any such covenant, tenn, <br />condition, or provision. <br />16. TERMINATION <br />This Agreement may be terminated by either party upon ninety (90) days written notice. In <br />such event, the Parties shall satisfy all their respective obligations under this Agreement that <br />may be due and owing through the effective date of termination. <br />17. SEVERABILITY <br />In the event that one or more of the phrases, sentences, clauses, paragraphs or sections <br />contained in this Agreement shall be declared invalid or unenforceable by valid judgment or <br />decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect <br />Page 10 of 11 <br />