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7/2014 <br />1'Q� 011701I10ra Y I I (.19-XviAI QVI <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 />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 />XVII. VALIDITY AND SEVERABILITY <br />The invalidity in whole or in part of any provision of this Agreement 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 <br />law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under <br />applicable law, such provision shall be ineffective only to the extent of such prohibition or <br />invalidity, without invalidating the remainder of such provisions of this AGREEMENT. <br />XVIII. WAIVER <br />No delay or omission by either party hereto to exercise any right or power accruing upon any <br />noncompliance or default by the other party with respect to any of the terms of this Agreement shall <br />impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties <br />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 />XIX. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that <br />such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />(Signatures on followingpage} <br />14 <br />