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1. SUBRECIPIENT must submit, no later than ninety(90) calendar days after the end date of <br /> the period of performance, all financial, performance, and other reports as required by the <br /> terms and conditions of the Federal award; <br /> 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations <br /> incurred under the Federal award not later than ninety(90)calendar days after the end date of <br /> the period of performance as specified in the terms and conditions of the Federal award; <br /> 3. SUBRECIPIENT must promptly refund any balances of unobligated cash that the CITY paid <br /> in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in <br /> other projects(See OMG Circular A-129 and 2 CFR 200.345); <br /> 4. SUBRECIPIENT must account for any real and personal property acquired with Federal <br /> funds or received from the Federal government in accordance with 2 CFR 200,310-200.316 <br /> and 200,329;and, <br /> 5. The CITY should complete all closeout actions for the Federal award no later than one year <br /> after receipt and acceptance of all required final reports. <br /> XVIL VALIDITY AND SEVERABILITY <br /> The invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affect <br /> the validity of any other provision of this AGREEMENT. Whenever possible,each provision of <br /> this AGREEMENT shall be interpreted in such manner as to be effective and valid under <br /> applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid <br /> under applicable law, such provision shall be ineffective only to the extent of such prohibition or <br /> invalidity, without invalidating the remainder of such provisions of this AGREEMENT. <br /> XVIII. LAWS GOVERNING THIS AGREEMENT <br /> This AGREEMENT shall be governed by and construed in accordance with the laws of the State <br /> of California,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 <br /> noncompliance or default by the SUBRECIPIENT with respect to any of the terms of this <br /> AGREEMENT shall impair any such right or power or be construed to be a waiver thereof, A <br /> waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be <br /> performed by the other shall not be construed to be a waiver of any succeeding breach thereof or <br /> of any other covenant,condition,or agreement herein contained. <br /> XX. AGREEMENT DOCUMENT,EXHIBITS,AND ATTACHMENTS <br /> All of the attachments and exhibits attached to this AGREEMENT arc deemed incorporated by <br /> reference. This document may be executed in three (3) counterparts, each of which shall be <br /> deemed to be an original. <br /> Each undersigned represents and warrants that its signature hereinbelow has the power, authority and <br /> right to bind their respective parties to each of the terms of this AGREEMENT,and shall indemnify the <br /> Page 21 of 23 <br />