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after the end date of the period of performance as apecified in the terms and conditions, of the Federal awards 3. SU&REMPILM' must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that Is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMG Circular A-124 and 2 CFR 200,345); 4, S MRECIPMNT must account for any rail and personal property acquired with Federal funds or received from the Federal i overunient In accordance with 2 CFR 200.310-200.316 and 200.329, and, 5. The CITY should complete all closeout aoiions for the fedend award uo later than one year alter receipt and acceptance of all required final reports. XVU VALI;PLT,, AND SEVERABILITt The invalidity in whole or in part of any provision of this AtGREEMENT shall not void or effect the validity of any other provision of this AGREEMENT. Whenever possible, each provision of this AGRI ;MENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGRI HUMNT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT". XVFFI. F ArVS GOVFRNFNG THIS AGITL%14FENT This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XIX. NVAIVER No delay or emission by the CITY hereto to exercise any right or power acenring upon any noneompliance or default by the SUBRECIPIENi' with respect to any of the terms of this AURSUMMM shall impair any such right or power or be construed to be a waiver thereof A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreurnont herein contained. X<ti. AGREENIGNT D©CUMt;NT EXU,FI3 A AND A.TTAC'LLLILNT S All of the attachments and exhibits attached to this AGREEME1dT are deemed Incorporated by reference. This doecwnont may be executed in three (3) counterparts, each of which shall be deemed to be an orighnal. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shill indemnify the CITY fully, including reasonable costs and attorneys fees, for any injuries or damages to the CITY in the event that such authority or power is not, in fact, Held by the signatory or is withdrawn. 22