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REV: 09-25-23 VR <br />successors. Neither this Agreement nor any part of it nor any monies due or to become <br />due under it may be assigned by Subrecipient without the prior consent of City, which will <br />not be unreasonably withheld. <br />33. AUTHORITY. The individuals executing this Agreement and the <br />instruments referenced in it on behalf of Subrecipient each represent and warrant that <br />they have the legal power, right and actual authority to bind Subrecipient to the terms and <br />conditions of this Agreement. <br />34. ENTIRE AGREEMENT. This Agreement, together with any other written <br />document referred to or contemplated by it, embody the entire Agreement and <br />understanding between the Parties relating to the subject matter of it. Neither this <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both Parties. <br />35. PARAGRAPH HEADINGS. Paragraph headings and sub-Paragraph <br />headings as used herein are for convenience only and will not be deemed to alter or <br />modify the provisions of the Paragraphs or sub-Paragraphs headed thereby. <br />36. SEVERABILITY. If any provision of this Agreement is held invalid, the <br />remainder of the Agreement shall not be affected thereby and all other parts of this <br />Agreement shall nevertheless be in full force and effect. <br />37. WAIVER. City’s failure to act with respect to a breach by Subrecipient does not <br />waive its right to act with respect to subsequent or similar breaches. The failure of City to <br />exercise or enforce any right or provision shall not constitute a waiver of such right or <br />provision. <br />38. CLOSE-OUTS. Subrecipient’s obligation to City shall not end until all close-out <br />requirements are completed. Activities during this close-out period shall include, but are <br />not limited to: making final payments, disposing of program assets (including the return <br />of all unused materials, equipment, unspent cash advances, program income balances, <br />and accounts receivable to City), and determining the custodianship of records. <br />ATTY/AGR.2023.035/Renaissance Entrepreneurship Center (CDBG Renewal) (Page 17 of 20)