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XV. LAWS GOVERNING THIS AGREEMENT <br /> This Agreement shall be governed by and construed in accordance with the laws of the State of <br /> California,and all applicable federal laws and regulations. <br /> SUBRECIPIENT specifically acknowledges various laws including Executive Orders,reinforced by <br /> HUD, as included in Exhibit F. <br /> XVI. CLOSE-OUT <br /> The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR§200.343, <br /> including the following: <br /> 1. SUBRECIPIENT must submit, no later than ninety(90) calendar days after the end date of the <br /> period of performance, all financial, performance, and other reports as required by the terms and <br /> 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 the period <br /> 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 other projects <br /> (See OMB Circular A-129 and 2 CFR§200.345); <br /> 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds <br /> or received from the Federal government in accordance with 2 CFR §§200.310 through 2 CFR 200.316 <br /> and 2 CFR 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 /> XVH. VALIDITY AND SEVERABILITY <br /> The invalidity in whole or in part of any provision of this Agreement shall not void or affect the <br /> validity of any other provision of this Agreement. Whenever possible, each provision of this <br /> AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable <br /> law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under <br /> 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 /> XVHI. WAIVER <br /> No delay or omission by either party hereto to exercise any right or power accruing upon any <br /> noncompliance or default by the other party with respect to any of the terms of this Agreement shall <br /> impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties <br /> hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be <br /> construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or <br /> agreement herein contained. <br /> 15 <br />