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5.The AUTHORITY should complete all closeout actions for the Federal award nolater than one year after receipt and acceptance of all required final reports.XVI.VALIDITY AND SEVERABILITYThe invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affectthe validity of any other provision of this AGREEMENT. Whenever possible, each provision ofthis AGREEMENT shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalidunder applicable law, such provision shall be ineffective.only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provisions of this AGREEMENT.XVII.LAWS GOVERNING THIS AGREEMENTThis AGREEMENT shall .be governed by and construed in accordance with the laws of the Stateof California, and all applicable federal laws and regulations.XVIII.W AIYERNo delay or omission by the AUTHORITY hereto to exercise any right or power accruing uponany noncompliance or default by the SUBRECIPIENT with respect to any of the terms o.f thisAGREEMENT shall impair any such right or power or be construed to be a waiver thereof. Awaiver by either of the parties hereto of any of the covenants, conditions, or agreements to beperformed by the other shall not be construed to be a waiver of any succeeding breach thereof orof any other covenant, condition, or agreement herein contained.XIX.AGREEMENT DOCUMENT, EXHIBITS, AND ATTACHMENTSAll of the attachments and exhibits attached to this AGREEMENT are deemed incorporated byreference. This document may be executed in three (3) counterparts, each of which shall bedeemed to be an original.Page 18 <br />EXHIBIT 2