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in the undertaking of any obligations pursuant to this Agreement. FPNA shall comply with all <br />applicable federal, state and local laws and regulations. <br />7. Exclusivity and Amendment <br />This Agreement represents the complete and exclusive statement between the City and FPNA, and <br />supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of the <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of FPNA. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br />terms and conditions hereof, shall not bind or obligate FPNA or the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. <br />8. Assignment <br />FPNA may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the City and any such assignment, transfer or delegation or subcontract without the City's <br />prior written consent shall be considered null and void. <br />9. Termination <br />Prior to retaining a contractor to build the wall, this Agreement can be terminated by either party <br />with ten calendar (10) days' written notice to the other party. After the wall is built and payment <br />made to the Contractor, either party can terminate this Agreement with five (5) calendar days' written <br />notice to the other party. <br />10. Waiver <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the <br />provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall be <br />deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any <br />waiver constitute a continuing waiver unless the writing so specifies. <br />11. Jurisdiction -Venue <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that <br />Orange County, California shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. This paragraph will survive <br />termination of this Agreement. <br />12. Notice <br />Any notice, tender, demand, delivery or other communication pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />#23649v5 <br />