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such amorints have been committed in good faith and are otherwise allowable and that such <br />commitments are consistent with HUD cash withdrawal guidelines. <br />MV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, between <br />the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains <br />all the covenants and agreements between the parties with respect to the program in any manner <br />whatsoever. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein, and that no other agreement or amendment <br />hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. <br />XV. LAWS GOVERNING THIS AGREEMENT <br />This Agreement shall be governed by and construed in accordance with the laws of the State <br />of 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 <br />requirements are completed. Activities during this close -out period shall include, but are not <br />limited to: malting final payments; submitting final invoice(s), report(s), in accordance with this <br />AGREEMENT, and documentation; disposing of program assets (including the return to the <br />CITY of all unused materials and equipment); remitting any receivable accounts to the CITY and <br />determining the custodianship of records. The SUBRECIPIENT shall be obligated to perform <br />such duties as would normally extend beyond the terra, including but not limited to obligations <br />with respect to indemnification, audits, reporting, data 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 <br />the 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 Larder <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 <br />shall impair any such right or power or be construed to be a waiver thereof. A waiver by either <br />of the parties hereto of any of the covenants, conditions, or agreements to be performed by the <br />other shall not be construed to be a waiver of any succeeding breach thereof or of any other <br />covenant, condition or agreement herein contained. <br />17 <br />25D -19 <br />