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5. The CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. XVII. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT 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. XVIII. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement 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 agreement herein contained. XIX. FEDERAL REOUIREMENTS FEMA financial assistance will be used to fund all or a portion of this contract. SUBRECIPIENT shall comply with all federal requirements including, but not limited to, the following: 1. 2 C.F.R. Part 200 -- Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference. 2. Federal Contract Provisions attached hereto as Exhibit F and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the 'Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this Agreement acid/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. XX. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnity CITY fully, including reasonable costs and attor ney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits and Attachments referenced herein and attached hereto shall be Incorporated as if fully set forth in die body of this Agreement. 16