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EXHIBIT 1 <br />Any objections regarding terminations or suspensions shall be made by the SUBRECIPIEN'f in writing and <br />mailed to the CH pursuant to the above NOTICES section. <br />XVL C1101SE-0I1T <br />The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR 200.343, including the <br />following: <br />(1) SUBRF,CIPIF.,NT must submit, no later than ninety (90) calendar days after the end date of the <br />period of pelorniaree, all financial, performance, and other reports as required by the terms and <br />conditions of the Federal award; <br />(2) Unless the CllY authorizes an extension, SUBRECIPI1 NT must liquidate all obligations <br />incurred under the Federal award not later than ninety (90) calendar days after the end date of the <br />period of performance as sepecitied in the terms and conditions of the Federal award; <br />(3) SUBRLCIPIfiNT must promptly refund any balances of unobligated cash that the CITY paid in <br />advance or paid and that is not authorized to be retained by SUBRECIPIENI for use in other projects <br />(See OMG Circular A-129 and 2 CFR 200345); <br />(4) S1J11RI CIPIFNT must account for any real and personal property acquired with Federal funds or <br />received from the Federal government in accordance with 2 CFR 200.310-200.316 and 200.329: and, <br />(5) The CITY should complete all closeout actions for the Federal award no late- than one year attar <br />receipt and acceptance of all required final reports. <br />The invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affect the validity of <br />any other provision of this AGREEMENT. Whenever possible, each provision of this AGREEMENT shall be <br />interpreted in such marine as to be cffeetive and valid under applicable law, but if any provision of this <br />AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective <br />only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this <br />AGREEMENT. <br />XV1II. LAWS GOVERNING THIS AGREEMENT <br />I his AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, <br />and all applicable federal laws and regulations_ <br />XIX_ WAIVER <br />No delay or omission by the CITY hereto to exercise any right or power accruing upon any noncompliance or <br />default by the SITBRECIPIF:NT with respect to any of the toms of this AGRFFMFNT shall impair any such tight <br />or power or be construed to be a waive- thereof. A waive- by either of the parties hereto oT any of the covenants, <br />conditions, or agreements to be performed by the other -shall not be construed to be a waive of any succeeding <br />breach thereof or of any other covenant, condition, or agreement herein contained. <br />19 <br />City Council 14 — 45 5/4/2021 <br />60A-43 <br />