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or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of Association, its officers, directors, employees, agents, subcontractors and suppliers arising out of Association's performance of this Agreement. VI. TERMINATION This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, Association shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. VII. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of City grant funds by Association and contains all the covenants and agreements between the parties with respect to such grant funds in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both City and Association. VIII. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. IX. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. II II /I II II /I II Page 3 of 4