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Page 13 of 17 <br /> X. <br /> ASSIGNABILITY <br /> <br /> None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement <br />shall be subcontracted or assigned to any agency, consultant, or person without the prior written <br />consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to <br />this Agreement to CITY. SUBRECIPIENT acknowledges and agrees that it must follow procurement <br />regulations for SUBRECIPIENTs (2 CFR §200.317). No subcontract or assignment shall terminate or <br />alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. <br /> <br /> XI. <br /> LAWS GOVERNING THIS AGREEMENT <br /> <br /> In its performance under this Agreement, SUBRECIPIENT shall fully comply with the <br />requirements of the following, whether or not otherwise referred to in this Agreement: <br /> <br />1. The Act and all applicable federal statutes, regulations, policies, procedures and directives, <br />including but not limited to, 2 CFR 200 and 20 CFR. Parts 651 and 654 <br /> <br />2. All applicable State statutes, regulations, policies, procedures and directives; <br /> <br />3. All applicable CITY policies, procedures and directives; <br /> <br />4. All applicable local ordinances and requirements, including use permits and licensing; <br /> <br />5. Court orders applicable to its operation; and, <br /> <br />6. The terms and conditions of this Agreement. <br /> <br /> If any of the foregoing is enacted, amended, or revised, SUBRECIPIENT will comply with <br />such or will notify CITY after enactment or modification that it cannot so comply. CITY may <br />thereupon terminate this Agreement, if necessary. <br /> <br />XII. <br /> EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between the parties hereto with respect to the employment of SUBRECIPIENT by CITY, and contains <br />all the covenants and agreements between the parties with respect to such employment. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein, and that no other agreement or amendment hereto shall be effective unless executed <br />in writing and signed by both CITY and SUBRECIPIENT. <br /> <br /> <br /> <br /> <br /> <br />EXHIBIT 1