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24. Debarment. To protect the public interest and ensure the integrity of Federal programs, <br />CITY may only conduct business with responsible persons and may not make any award <br />or permit any award to any party which is debarred or suspended or is otherwise excluded <br />from or ineligible for participation in Federal assistance programs under Executive Order <br />12549, "Debarment and Suspension". See also 29 CRF Parts 97.35 and 98.510. <br />EMPLOYER must review and sign Exhibit E "Debarment", which is attached hereto and <br />incorporated herein by this reference. <br />24. Merger. This Agreement, together with the attachments hereto, expresses the total <br />understanding of the parties. There are no oral understandings of the parties or terms and <br />conditions other than as stated herein. <br />25. Validity. The invalidity in whole or in part of any provision of this Agreement shall not <br />void or affect the validity of any other provision of this Agreement. <br />26. 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, <br />and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to CITY in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />7