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Any objections regarding terminations or suspensions shall be made by the SUBRECIPIENT in writing and mailed to the CITY pursuant to the above NOTICES section. XVI. CLOSE-OUT The SUBRECIPIENT's obligation to the CITY shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to; making final payments; submitting final invoice(s), report(s), in accordance with this AGREEMENT, and documentation; disposing of program assets (including the return to the CITY of all unused materials and equipment); remitting any receivable accounts to the CITY and determining the custodianship of records. The SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including but not limited to obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. XVII. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this ARGREEMENT 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. LAWS GOVERNING THIS AGREEMENT This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XIX. WAIVER No delay or omission by the CITY hereto to exercise any right or power accruing upon any noncompliance or default by the SUBRECIPIENT 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. XX. AGREEMENT DOCUMENT, EXHIBITS, AND ATTACHMENTS All of the attachments and exhibits attached to this AGREEMENT are deemed incorporated by reference. This document may be executed in three (3) counterparts, each of which shall be deemed to be an original. Each undersigned represents and warrants that its signature hercinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify the CITY fully, including reasonable costs 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 the signatory or is withdrawn, 17