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CDBG TEMPLATE <br />CITY ATTORNEY APPROVED VERSION REV: 01-17-25 LF <br />Page 13 of 18 <br /> 4031 Pacific Blvd. <br /> San Mateo, CA 94403-4666 <br /> (650) 341-4081 <br /> <br />32. JURISDICTIONS AND VENUE. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this Agreement <br />will be tried in a court of competent jurisdiction in the County of San Mateo, State of <br />California, and the Parties waive all provisions of law providing for a change of venue in <br />these proceedings to any other county. <br /> <br />33. SUCCESSORS AND ASSIGNS. It is mutually understood and agreed that this <br />Agreement will be binding upon City and Subrecipient and their respective successors. <br />Neither this Agreement nor any part of it nor any monies due or to become due under it <br />may be assigned by Subrecipient without the prior consent of City, which will not be <br />unreasonably withheld. <br /> <br />34. AUTHORITY. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Subrecipient each represent and warrant that they have the <br />legal power, right and actual authority to bind Subrecipient to the terms and conditions of <br />this Agreement. <br /> <br />35. ENTIRE AGREEMENT. This Agreement, together with any other written document <br />referred to or contemplated by it, embody the entire Agreement and understanding <br />between the Parties relating to the subject matter of it. Neither this Agreement nor any <br />of its provisions may be amended, modified, waived, or discharged except in a writing <br />signed by both Parties. <br /> <br />36. PARAGRAPH HEADINGS. Paragraph headings and sub-paragraph headings as <br />used herein are for convenience only and will not be deemed to alter o r modify the <br />provisions of the paragraphs or sub-paragraphs headed thereby. <br /> <br />37. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder <br />of the Agreement shall not be affected thereby, and all other parts of this Agreement shall <br />nevertheless be in full force and effect. <br /> <br />38. 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 /> <br />39. 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 />Docusign Envelope ID: 070F84C8-F67F-41E1-9BB3-4C2C1EBDECF8