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<br />"It is expressly agreed and understood that neither the LA84 Foundation (the <br />"Foundation") nor any director, member, officer, employee or other <br />representative of the Foundation shall incur any financial responsibility or liability <br />of any kind or nature whatsoever in connection with this Agreement, and that the <br />foregoing provisions concerning financial responsibility or liability shall be <br />expressly included in and made a part of any and all agreements between the <br />parties subsequent to this Agreement." <br /> <br />10. Insurance. The Grantee represents and warrants that (a) it IS, and will <br />continue to be, adequately insured against all risks, including such risks as would be covered by <br />fire and property damage, worker's compensation, automobile and comprehensive general <br />liability insurance, with respect to the conduct of the Program and all other programs and <br />activities of the Grantee and (b) the premises and facilities of third parties where the Grantee <br />conducts and will conduct its programs and activities also are and will be so adequatelyinsured, <br />except as expressly set forth on Schedule C attached hereto. Upon demand of the Foundation, <br />the Grantee shall furnish the Foundation the policy or policies of insurance or a certificate of <br />insurance or either written evidence satisfactory to the Foundation, evidencing the insurance <br />carried by or otherwise benefiting the Grantee. The Grantee covenants that it will cause the <br />Foundation to be added as an additional insured on all policies of insurance carried by the <br />Grantee. <br /> <br />11. Other Provisions. This Agreement and the Proposal together constitute <br />the entire agreement of the parties with respect to the subject matter hereof, and the provisions <br />hereof and thereof have superseded any and all prior and contemporaneous agreements or <br />understandings relating to the matters specifically addressed herein or therein. Failure or <br />inability of either party to enforce any right hereunder shall not waive any right with respect to <br />any other or future rights or occurrences, nor shall waiver of any condition or right in any <br />instance be deemed a waiver of any condition or right in any other instance. If any legal action <br />or other proceeding is brought for the enforcement of this Agreement, or because of an alleged <br />or actual dispute, breach, default or misrepresentation in connection with any of the provisions <br />of this Agreement, the successful or prevailing party shall be entitled to recover reasonable <br />attorney's fees and other costs incurred in such action or proceeding in addition to any other <br />relief to which it may be entitled. This Agreement and the Grantee's rights, duties and <br />obligations hereunder may not be assigned by the Grantee without the prior written consent of <br />the Foundation. Any attempt at assignment shall be void and a material breach of this <br />Agreement by the Grantee. This Agreement has been negotiated, executed and delivered and <br />will be performed in the State of California and shall be governed by and construed in <br />accordance with its laws. The Schedules attached hereto are incorporated herein by reference <br />and made a part of this Agreement as if fully set forth herein. <br /> <br />12. Amendments and Modifications. This Agreement may be amended or <br />modified only by a written instrument executed by the Foundation and by the Grantee. <br />Notwithstanding the foregoing, modifications to the scope of the Program, alterations in the <br />funding schedule, revisions to the Proposal and other changes to the terms and conditions of <br />this Agreement set forth on the Schedules attached hereto may be effectuated by the <br />substitution of replacement Schedule(s), provided that such replacement Schedule(s) are <br />executed by both the Foundation and the Qrantee. <br /> <br />5 <br />