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