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§502. Amendments <br />Any change in the terms of this Agreement which are agreed to by the CITY and <br />ST. JOSEPH shall be incorporated into this Agreement by a written amendment <br />properly executed and signed by the person authorized to bind the parties thereto. <br />VI <br />ENTIRE AGREEMENT <br />§601. Complete Agreement <br />This Agreement contains the full and complete Agreement between the two <br />parties. Neither verbal agreement nor conversation with any officer or employee <br />of either party shall affect or modify any of the terms and conditions of this <br />Agreement. <br />§602. Duplicate Originals <br />This Agreement is executed in two (2) duplicate originals, each of which is <br />deemed to be an original. <br />§603. Conflict <br />In the event of any conflict between this Agreement, on the one hand, and <br />Exhibits A (Subgrantee Assurances), B (Agreement Number EMF-2007-PC-004), <br />and C (Grant Administration Procedures), on the other hand, the provisions of <br />Exhibits A, B and C shall control over this Agreement. <br />§604. Choice of Law/Forum <br />This Agreement will be governed by and construed under the laws of the State of <br />California. All disputes under or related to this Agreement must be brought I the <br />Superior Court of the State of California, Orange County or the Federal Courtin <br />the Central District of California, depending on the subject matter jurisdiction of <br />the dispute. <br />// <br />// <br />// <br />// <br />// <br />10 <br />