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XVI. <br />XVII. <br />XVIII. <br />XIX. <br />Any objections regarding terminations or suspensions shall be made by the SUBRECIPIENT in writing and <br />mailed to the CITY pursuant to the above NOTICES section. <br />CLOSE-OUT <br />The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR 200.343, including the <br />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 <br />period of performance as sepecified in the terms and conditions of the Federal award; <br />(3) SUBRECIPIENT 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 SUBRECIPIENT for use in other projects <br />(See OMG Circular A-129 and 2 CFR 200.345); <br />(4) SUBRECIPIENT 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 later than one year after <br />receipt and acceptance of all required final reports. <br />VALIDITY AND SEVERABILITY <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 manner as to be effective 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 />LAWS GOVERNING THIS AGREEMENT <br />This 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 />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 SUBRECIPIENT with respect to any of the terms of this AGREEMENT shall impair any such right <br />or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, <br />conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding <br />breach thereof or of any other covenant, condition, or agreement herein contained. <br />19 <br />