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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 />XVII. 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 />XVHL 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 />XIX. 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 />XX. AGREEMENT DOCUMENT EXHIBITS AND ATTACHMENTS <br />All of the attachments and exhibits attached to this AGREEMENT are deemed incorporated by reference. This <br />document may be executed in three (3) counterparts, each of which shall be deemed to be an original. <br />Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their <br />respective parties to each of the terms of this AGREEMENT, and shall indemnify the CITY fully, including reasonable.costs <br />and attorney's fees, for any injuries or damages to the CITY in the event that such authority or power is not, in fact, held by <br />the signatory or is withdrawn. <br />W61 <br />