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REV: 11-15-2023 SK <br />Agreement nor any of its provisions may be amended, modified, waived, or discharged <br />except in a writing signed by both Parties. <br />36. PARAGRAPH HEADINGS. Paragraph headings and sub-Paragraph headings as <br />used herein are for convenience only and will not be deemed to alter or modify the <br />provisions of the Paragraphs or sub-Paragraphs headed thereby. <br />37. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder <br />of the Agreement shall not be affected thereby, and all other parts of this Agreement shall <br />nevertheless be in full force and effect. <br />38. WAIVER. City’s failure to act with respect to a breach by Subrecipient does not <br />waive its right to act with respect to subsequent or similar breaches. The failure of City to <br />exercise or enforce any right or provision shall not constitute a waiver of such right or <br />provision. <br />39. CLOSE-OUTS. Subrecipient’s obligation to City shall not end until all close-out <br />requirements are completed. Activities during this close-out period shall include, but are <br />not limited to: making final payments, disposing of program assets (including the return <br />of all unused materials, equipment, unspent cash advances, program income balances, <br />and accounts receivable to City), and determining the custodianship of records. <br />Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during <br />any period that Subrecipient has control over CDBG funds, including program income. <br />40. ELECTRONIC SIGNATURES. If all Parties agree, electronic signatures may be <br />used in place of original signatures on this Agreement. Each Party intends to be bound <br />by the signatures on the electronic document, is aware that the other Parties will rely on <br />the electronic signatures, and hereby waives any defenses to the enforcement of the <br />terms of this Agreement based on the use of an electronic signature. After all Parties <br />agree to the use of electronic signatures, all Parties must sign the document <br />electronically. <br />[Signature Page Follows] <br />ATTY/AGR.2023.272/LifeMoves (Shelter Operations) (Page 13 of 16)