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EXHIBIT 1 <br /> X. <br /> ASSIGNABILITY <br /> None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement <br /> shall be subcontracted or assigned to any agency, consultant, or person without the prior written <br /> consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to <br /> this Agreement to CITY. SUBRECIPIENT acknowledges and agrees that it must follow procurement <br /> regulations for subrecipients (2 CFR §200.317). No subcontract or assignment shall terminate or alter <br /> the legal obligations of SUBRECIPIENT pursuant to this Agreement. <br /> XI. <br /> LAWS GOVERNING THIS AGREEMENT <br /> In its performance under this Agreement, SUBRECIPIENT shall fully comply with the <br /> requirements of the following, whether or not otherwise referred to in this Agreement: <br /> 1. The Act and all applicable federal statutes, regulations, policies, procedures and directives, <br /> including but not limited to, 2 CFR Part 200 and 20 CFR Parts 651 and 654 <br /> 2. All applicable State statutes, regulations, policies, procedures and directives; <br /> 3. All applicable CITY policies, procedures and directives; <br /> 4. All applicable local ordinances and requirements, including use permits and licensing; <br /> 5. Court orders applicable to its operation; and, <br /> 6. The terms and conditions of this Agreement. <br /> If any of the foregoing is enacted, amended, or revised, SUBRECIPIENT will comply with <br /> such or will notify CITY after enactment or modification that it cannot so comply. CITY may <br /> thereupon terminate this Agreement, if necessary. <br /> XII. <br /> EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> This Agreement supersedes any and all other agreements, either oral or in writing, <br /> between the parties hereto with respect to the employment of SUBRECIPIENT by CITY, and contains <br /> all the covenants and agreements between the parties with respect to such employment. Each party to <br /> this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br /> otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br /> embodied herein, and that no other agreement or amendment hereto shall be effective unless executed <br /> in writing and signed by both CITY and SUBRECIPIENT. <br /> Page 14 of 18 <br />