Agmt23 Rape Trauma Services CDG FY23-24

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REV: 11-20-23 SK For Subrecipient: Executive Director Rape Trauma Services: A Center for Healing and Violence Prevention 1860 El Camino Real, Suite 406 Burlingame, CA 94010 650-652-0598 32. JURISDICTIONS AND VENUE. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 33. SUCCESSORS AND ASSIGNS. It is mutually understood and agreed that this Agreement will be binding upon City and Subrecipient and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Subrecipient without the prior consent of City, which will not be unreasonably withheld. 34. AUTHORITY. The individuals executing this Agreement and the instruments referenced in it on behalf of Subrecipient each represent and warrant that they have the legal power, right and actual authority to bind Subrecipient to the terms and conditions of this Agreement. 35. ENTIRE AGREEMENT. This Agreement, together with any other written document referred to or contemplated by it, embody the entire Agreement and understanding between the Parties relating to the subject matter of it. Neither this Agreement nor any of its provisions may be amended, modified, waived, or discharged except in a writing signed by both Parties. 36. PARAGRAPH HEADINGS. Paragraph headings and sub-Paragraph headings as used herein are for convenience only and will not be deemed to alter or modify the provisions of the Paragraphs or sub-Paragraphs headed thereby. 37. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 38. WAIVER. City’s failure to act with respect to a breach by Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. 39. CLOSE-OUTS. Subrecipient’s obligation to City shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient has control over CDBG funds, including program income. ATTY/AGR.2023.280/Rape Trauma Services (FY23-24 CDBG Agreement) (Page 12 of 17)