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Any objections regarding terminations or suspensions shall be made by the SUBRECIPIENT in writing <br />and mailed to the CITY pursuant to the above NOTICES section. <br />XVI. CLOSE -OUT <br />The SUBRECIPIENT's obligation to the CITY shall not end until all close -out requirements are <br />completed. Activities during this close -out period shall include, but are not limited to: making final <br />payments; submitting final invoice(s), report(s), in accordance with this AGREEMENT, and <br />documentation; disposing of program assets (including the return to the CITY of all unused materials and <br />equipment); remitting any receivable accounts to the CITY and determining the custodianship of records. <br />The SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the <br />term, including but not limited to obligations with respect to indemnification, audits, reporting, data <br />retention/reporting, and accounting. <br />XVIL VALIDITY AND SEVERABILITY <br />The invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affect the <br />validity of any other provision of this AGREEMENT. Whenever possible, each provision of this <br />AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but <br />if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such <br />provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the <br />remainder of such provisions of this AGREEMENT. <br />XVIIL LAWS GOVERNING THIS AGREEMENT <br />This AGREEMENT shall be governed by and construed in accordance with the laws of the State of <br />California, and all applicable federal laws and regulations. <br />XIX. WAIVER <br />No delay or omission by the CITY hereto to exercise any right or power accruing upon any <br />noncompliance or default by the SUBRECIPIENT 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 be <br />construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or <br />agreement herein contained. <br />XX. AGREEMENT DOCUMENT, EXHIBITS, AND ATTACHMENTS <br />All of the attachments and exhibits attached to this AGREEMENT are deemed incorporated by reference. <br />This document may be executed in three (3) counterparts, each of which shall be deemed to be an <br />original. <br />Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind <br />their respective parties to each of the terms of this AGREEMENT, and shall indemnify the CITY fully, including <br />reasonable costs and attorney's fees, for any injuries or damages to the CITY in the event that such authority or power <br />is not, in fact, held by the signatory or is withdrawn. <br />17 <br />