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\, I' '*' 11. Upon receipt of an invoice for a purchase of any authorized equipment, servICes or 2 training approved for purchase by CITY, SUBGRANTEE shall submit the invoice to the CITY as soon 3 as practical, but in no event later than 30 days after receiving it. 4 12. SUBGRANTEE understands that the CITY shall have 60 days to reimburse 5 SUB GRANTEE upon receipt of the invoice, or longer if the Office of Homeland Security takes longer 6 to issue payment to the CITY. 7 13. By executing this Agreement, SUB GRANTEE agrees to comply with and be fully bound 8 by all applicable provisions of the Attachments hereto and shall be fully responsible for payment of 9 equipment, services or training purchased that do not adhere to grant guidelines. 10 14. In the event of an audit of purchases made or training undertaken with Grant funds by 11 any authorized agency, SUBGRANTEE agrees to cooperate with such audit. If such audit disallows 12 payment to CITY in whole or part for any item procured for or used by SUB GRANTEE or for any 13 training costs incurred by SUB GRANTEE and requires CITY to reimburse the Grantor, 14 SUB GRANTEE shall, within thirty (30) days of notification by CITY of such audit determination, pay 15 to CITY any amount for which reimbursement to CITY as disallowed. 16 15. SUBGRANTEE agrees to indemnify, defend and save harmless CITY, its officers and 17 employees and the agency from which CITY received grant funds, and their officers, agents and 18 employees from any and all claims and losses accruing or resulting to any and all contractors, 19 subcontractors, laborers, and any other person, firm or corporation furnishing or supplying work 20 services, materials or supplies in connection with SUBGRANTEE's performance of this Agreement, 21 including the Attachments hereto, and from any and all claims and losses accruing or resulting to any 22 person, firm, or corporation who may be injured or damaged by SUB GRANTEE in the performance of 23 this Agreement, including the Attachments hereto. 24 16. No alteration or variation of the terms of this Agreement shall be valid unless made in 25 writing and signed by duly authorized representatives of the parties hereto, and no oral understanding or 26 agreement not incorporated herein shall be binding on any ofthe parties hereto. 27 17. SUB GRANTEE may not assign this Agreement in whole or in part without the express 28 written consent of CITY. 3