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<br />Page 14 of 18 <br /> IX. <br /> CORPORATE STATUS <br /> <br />All corporate SUBRECIPIENTs shall be in good standing, without suspension by the <br />California Secretary of State, Franchise Tax Board or Internal Revenue Service. Any change in <br />corporate status or suspension shall be reported immediately to CITY. <br /> <br /> X. <br /> ASSIGNABILITY <br /> <br /> None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement <br />shall be subcontracted or assigned to any agency, consultant, or person without the prior written <br />consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to <br />this Agreement to CITY. SUBRECIPIENT acknowledges and agrees that it must follow procurement <br />regulations for subrecipients (2 CFR §200.317). No subcontract or assignment shall terminate or alter <br />the legal obligations of SUBRECIPIENT pursuant to this Agreement. <br /> <br /> XI. <br /> LAWS GOVERNING THIS AGREEMENT <br /> <br /> In its performance under this Agreement, SUBRECIPIENT shall fully comply with the <br />requirements of the following, whether or not otherwise referred to in this Agreement: <br /> <br />1. The Act and all applicable federal statutes, regulations, policies, procedures and directives, <br />including but not limited to, 2 CFR Part 200 and 20 CFR Parts 651 and 654 <br /> <br />2. All applicable State statutes, regulations, policies, procedures and directives; <br /> <br />3. All applicable CITY policies, procedures and directives; <br /> <br />4. All applicable local ordinances and requirements, including use permits and licensing; <br /> <br />5. Court orders applicable to its operation; and, <br /> <br />6. The terms and conditions of this Agreement. <br /> <br /> If any of the foregoing is enacted, amended, or revised, SUBRECIPIENT will comply with <br />such or will notify CITY after enactment or modification that it cannot so comply. CITY may <br />thereupon terminate this Agreement, if necessary. <br /> <br />XII. <br /> EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between the parties hereto with respect to the employment of SUBRECIPIENT by CITY, and contains <br />all the covenants and agreements between the parties with respect to such employment. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />EXHIBIT 2 <br />  <br />  <br />City Council 10 – 124 7/1/2025