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5/05 <br />XIV. EXCLUSIVITY AND AMENDMENT TO AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, be- <br />tween the parties hereto with respect to the use of CITY's ESG funds by SUBRECIPIENT and <br />contains all the covenants and agreements between the parties with respect to such employment <br />in any manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or Agreements, orally or otherwise, have been made by any party, or any- <br />one acting on behalf of any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both CITY and <br />SUBRECIPIENT. <br />XV. LAWS GOVERNING THIS AGREEMENT <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California, and all applicable federal laws and regulations. <br />XVI. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or af- <br />fect the validity of any other provision of this Agreement. <br />XVII. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated <br />as if fully set forth in the body of this Agreement. <br />c. No delay or omission by either party hereto to exercise any right or power accruing <br />upon any noncompliance or default by the other party with respect to any of the terms of this <br />Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver <br />by either of the parties hereto of any of the covenants, conditions, or agreements to be performed <br />by the other shall not be construed to be a waiver of any succeeding breach thereof or of any <br />other covenant, condition or agreement herein contained. <br />22 <br />