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<br />5/05 <br /> <br />SUBREClPlENT. <br /> <br />XV. LAWS GOVERNING THIS AGREEMENT <br /> <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 /> <br />XVI. VALIDITY <br /> <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 /> <br />XVII. MISCELLANEOUS PROVISIONS <br /> <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 />indemniJY 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CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> <br />b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated <br />as iffully set forth in the body of this Agreement. <br /> <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 <br />waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be <br />performed by the other shall not be construed to be a waiver of any succeeding breach thereof or <br />of any other covenant, condition or agreement herein contained. <br /> <br />22 <br />