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• Use of Name and Marks. Any use, or authorization of use, by City of PHA's name, logos, trademarks, or service marks in marketing or other materials must first be approved in writing by PHA. • Default. Should City fail to meet the requirements set forth in this Agreement, PHA shall be entitled to a return of all funds or to reduce or withhold future payments. • Entire Understanding. This Agreement supersedes any and all prior understandings and agreements, oral or written, and all amendments to and modifications of this Agreement must be in writing and signed by an authorized representative of each party. • Waiver. A waiver of any breach of any provision of this Agreement shall not be deemed a waiver of such rights, nor shall the same be deemed to be a waiver of any subsequent breach, either of the same provision or otherwise. • Severabilily. If any provision of this Agreement is found to be illegal, invalid, or unenforceable, such determination shall not affect the validity, legality, or enforceability of any other provision of this Agreement. • Governing Law. The Agreement shall be governed by, interpreted, and construed in accordance with the laws of the District of Columbia. • Representations and Warranties. City warrants that: (i) it is duly authorized and existing under the laws of its jurisdiction and is in good standing under the applicable laws of such jurisdiction; (ii) it has the authority and power to enter into this Agreement; (iii) the person executing this Agreement on behalf of the City fully authorized to do so; and (iv) there are no legal restrictions or bars to City entering into this Agreement. IN WITNESS WHEREOF, the parties hereto have hereinafter executed this Agreement on the last date and year written below. FOR City of Santa Ana: FOR PARTNERSHIP FOR A HEALTHIER AMERICA, INC: Paul M. Walters, City Manager Date Attest: Maria D. Huizar, Clerk of the Council Lawrence A. Soler, President & CEO Date 25G -4