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3. Other responsibilities of DEVELOPER under this <br />agreement have been completed. <br />B. Upon close out and after demand by CITY, DEVELOPER <br />shall provide CITY -with: <br />1. A full and complete listing of all outstanding <br />loans; <br />2. Original loan documents and any and all original <br />security instruments for all loans generated with <br />CDBG funds; and <br />3. A document assigning the loan from DEVELOPER to <br />CITY. <br />XIII EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This agreement -supersedes any and all other agreements, <br />either, oral or in writing, between the parties hereto with respect <br />to the use of CITY's CDBG funds by DEVELOPER and contains all the <br />covenants and agreements between the parties with respect to such <br />employment in any manner whatsoever. Each party to this agreement <br />acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied <br />herein, and that no other agreement or amendment hereto shall be <br />effective unless executed in writing and signed by both CITY and <br />DEVELOPER. <br />XIV LAWS GOVERNING THIS AGREEMENT <br />This agreement shall be governed by and construed in <br />accordance with the laws of the State of California, and all <br />applicable federal laws and regulations. <br />XV VALIDITY <br />The invalidity in whole or in part of any provision of <br />this agreement shall not void or affect the validity of any other <br />provisions of this agreement. <br />Page 10 of 11 Pages <br />