Laserfiche WebLink
(9) <br />CITY OF SANTA ANA <br />expenditures and legally binding commitments made by CONTRACTOR before it received notice of such <br />revision, provided that such amounts have been committed in good faith and are otherwise allowable and <br />that such commitments are consistent with ARPA SLFRF Funds withdrawal guidelines. <br />K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other <br />agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ARPA <br />SLFRF Funds by CONTRACTOR and contains all the covenants and agreements between the parties with <br />respect to SUBRECIPIENT's administration of said program. Each party to this Agreement acknowledges <br />that no representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement <br />or amendment hereto shall be effective unless executed in writing and signed by both CITY and <br />CONTRACTOR. <br />L. Laws Governing this Agreement. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California, and all applicable federal laws and regulations. <br />M. Validity and Severabilitv. The invalidity in whole or in part of any provision of this Agreement <br />shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each <br />provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under <br />applicable 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 invalidity, <br />without invalidating the remainder of such provisions of this AGREEMENT. <br />N. Waiver. No delay or omission by either party hereto to exercise any right or power accruing <br />upon any noncompliance or default by the other party with respect to any of the terms of this Agreement <br />shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the <br />parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not <br />be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or <br />agreement herein contained. <br />O. Federal Award Identification Information. CONTRACTOR's pertinent Federal Award <br />Identification Information, including DUNS Number and Federal Award Identification Number (FAIN), as <br />well as the applicable information for ARPA, are included in Exhibit C attached hereto and incorporated <br />herein by this reference. <br />P. Miscellaneous Provisions. <br />1. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify <br />CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event <br />that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />2. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated <br />as if fully set forth in the body of this Agreement. <br />3. This Agreement must be signed below and may be signed in counterpart and delivered by <br />fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original <br />or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. <br />{Signatures on following page} <br />