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an audit or other resolution of such questions. In no event, however, shall any revisions <br />made by CITY affect expenditures and legally binding commitments made by <br />CONTRACTOR before it received notice of such revision, provided that such amounts have <br />been committed in good faith and are otherwise allowable and that such commitments are <br />consistent with ARPA SLFRF Funds withdrawal guidelines. <br />K. Exclusivity and Amendment of Agreement. This Agreement supersedes any <br />and all other agreements, either oral or in writing, between the parties hereto with respect <br />to the use of CITY's ARPA SLFRF Funds by CONTRACTOR and contains all the covenants <br />and agreements between the parties with respect to SUBRECIPIIENT's administration of <br />said program. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, <br />or anyone acting on behalf of any party, which are not embodied herein, and that no other <br />agreement or amendment hereto shall be effective unless executed in writing and signed <br />by both CITY and CONTRACTOR. <br />L. Laws Governing this Agreement. This Agreement shall be governed by and <br />construed in accordance with the laws of the State of California, and all applicable federal <br />laws and regulations. <br />M. Validity and Severability. The invalidity in whole or in part of any provision of <br />this Agreement shall not void or affect the validity of any other provision of this Agreement. <br />Whenever possible, each provision of this AGREEMENT shall be interpreted in such <br />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 <br />shall be ineffective only to the extent of such prohibition or invalidity, without invalidating <br />the remainder of such provisions of this AGREEMENT. <br />N. Waiver. No delay or omission by either party hereto to exercise any right or <br />power accruing upon any noncompliance or default by the other party with respect to any <br />of the terms of this Agreement shall impair any such right or power or be construed to be <br />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 <br />waiver of any succeeding breach thereof or of any other covenant, condition or agreement <br />herein contained. <br />0. Federal Award Identification Information. CONTRACTOR's pertinent <br />Federal Award Identification Information, including DUNS Number and Federal Award <br />Identification Number (FAIN), as well as the applicable information for ARPA, are included <br />in Exhibit C attached hereto and incorporated herein by this reference. <br />P. Miscellaneous Provisions. <br />1. Each undersigned represents and warrants that its signature herein below <br />has the power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, <br />