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XVH. VALIDITY AND SEVERABHdTY <br />The invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affect the validity of <br />any other provision of this AGREEMENT. Whenever possible, each provision of this AGREEMENT shall be <br />interpreted in such manner as to be effective and valid under applicable law, but if any provision of this <br />AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective <br />only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this <br />AGREEMENT. <br />XVIH. LAWS GOVERNING THIS AGREEMENT <br />This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, <br />and all applicable federal laws and regulations. <br />No delay or omission by the CITY hereto to exercise any right or power accruing upon any noncompliance or <br />default by the SUBRECIPIENP with respect to any of the terms of this AGREEMENT shall impair any such right <br />or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, <br />conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding <br />breach thereof or of any other covenant, condition, or agreement herein contained. <br />20 <br />