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5/11/10 <br /> <br /> XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> This Agreement supersedes any and all other agreements, either oral or in writing, between <br /> the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains <br /> all t he co venants an d ag reements b etween t he p arties w ith r espect t o s uch em ployment i n an y <br /> manner w hatsoever. E ach pa riy t o t his A greement a cknowledges t hat nor epresentations, <br /> inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br /> acting on be half of any party, w hich a re not embodied he rein, a nd t hat no of her a greement or <br /> amendment he reto s hall be e ffective u mess e xecuted in w riting a nd s igned b y bot h C ITY a nd <br /> SUBRECIPIENT. <br /> XV. LAWS GOVERNING THIS AGREEMENT <br /> This Agreement shall be governed by and construed in accordance with the laws of the State <br /> 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 affect <br /> the validity of any other provision of this Agreement. <br /> XVII. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature herein below 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 CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 <br /> incorporated 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 s hall imp air any such r fight or power or be c onstrued t o be a w aiver t hereof. 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 <br /> or of any other covenant, condition or agreement herein contained. <br /> 15 <br /> 25L-17 <br /> <br />