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audit, or of any other proceeding related thereto, entered into without the consent of the <br />City. <br />Section 8.2 -- Amendment. The parties reserve the right to amend or modify this <br />Agreement. Amendments or modifications to disburse proceeds approved by the County <br />Council must be by written instrument signed by the parties substantially in the form of <br />Exhibit C. Other amendments also must be approved by the respective City and County <br />Councils. <br />Section 8.3 -- Contract Waiver. No waiver by either party of any term or <br />condition of this Agreement shall be deemed or construed to be a waiver of any other <br />term or condition, nor shall a waiver of any breach be deemed to constitute a waiver of <br />any subsequent breach whether of the same or different provision of this Agreement. No <br />waiver shall be effective unless made in writing. <br />Section 8.4 -- Entirety. This Agreement is the complete expression of the terms <br />hereto and any oral representations or understandings not incorporated are excluded. <br />This Agreement merges and supersedes all prior negotiations, representations and <br />Agreements between the parties relating to the Project and constitutes the entire <br />Agreement between the parties. The parties recognize that time is of the essence in the <br />performance of the provisions of this Agreement. <br />IN WITNESS WHEREOF, authorized representatives of the parties hereto have signed <br />their names in the spaces set forth below: <br />11 <br />