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<br />5/05 <br /> <br />In no event, however, shall any revisions made by CITY affect expenditures and legally binding <br />commitments made by SUB RECIPIENT before it received notice of such revision, provided that <br />such amounts have been committed in good faith and are otherwise allowable and that such <br />commitments are consistent with HUD cash withdrawal guidelines. <br /> <br />XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <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 SUBRECIPIENT and contains <br />all the covenants and agreements between the parties with respect to such employment in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both CITY and <br />SUBRECIPIENT. <br /> <br />xv. LAWS GOVERNING TillS AGREEMENT <br /> <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 /> <br />XVI. VALIDITY <br /> <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 /> <br />XVII. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow 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CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> <br />b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated <br />as if fully set forth in the body of this Agreement. <br /> <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 shall impair any such right or power or be construed to be a waiver 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 /> <br />22 <br />