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5/11/l0 <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 SUBRECMENT and contains <br />all t he co venants an d ag reements b etween t he p artier w ith r espect t o s uch em ployment i n an y <br />manner w hatsoever. E ach pa rty t o t his A greement a cknowledges t hat no r epresentations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on be half of a ny party, w hich a re not a mbodied he rein, a nd t hat no of her a greement or <br />amendment he reto s hall be e ffective u nless a 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CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 ight or pow er or be c onstrued to be a w aiver 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 <br />or of any other covenant, condition or agreement herein contained. <br />15