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Alameda CTC Agreement No. A25-00XX 4 work, authority or jurisdiction delegated to CITY under this MOU. The obligations contained in this provision shall survive any termination of this MOU. 4.3 Each provision, term, condition, covenant and/or restriction, in whole and in part, of this MOU shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this MOU is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this MOU and shall not affect any other provision, term, condition, covenant and/or restriction of this MOU, and the remainder of the MOU shall continue in full force and effect. 4.4 This MOU constitutes the final, complete, and exclusive statement of the terms of the agreement between the PARTIES pertaining to the subject matter of this MOU, and supersedes all prior and contemporaneous understandings or agreements of the PARTIES, with the exception of any Project Funding Agreement(s) related to the PROJECT. Neither PARTY has been induced to enter into this MOU and neither PARTY is relying on any representation or warranty outside those expressly set forth in this MOU. 4.5 No action or failure to act by the CITY and/or ALAMEDA CTC shall constitute a waiver of any right or duty afforded the PARTIES under this MOU, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically provided in this MOU or as may be otherwise agreed to in writing. 4.6 The validity of this MOU and of any of its terms and provisions, as well as the rights and duties of the PARTIES hereunder, shall be governed by the laws of the State of California. 4.7 No alteration or variation of the terms of this MOU shall be valid unless made in writing and signed by both of the PARTIES hereto. This MOU shall be binding upon each PARTY, their legal representatives, and successors. 4.8 Both PARTIES shall retain all books, documents, papers, accounting records and other evidence pertaining to costs of the PROJECT mentioned herein for not less than three (3) years after the completion thereof. The CITY shall cooperate with ALAMEDA CTC in an audit of such funds should one be necessary or ordered by a State or Federal agency with jurisdiction over the use of such funds. 4.9 Both PARTIES each acknowledge and agree that the inability or failure by either party to fully and timely complete each party’s respective improvements required by the AHSC Grant may affect the timing and right of the other party to receive reimbursement of AHSC funds due the other party notwithstanding the other party’s full and timely performance of its obligations. 4.10 Both PARTIES agree to coordinate and produce required annual reports, progress reports in connection with the Developer Obligations and the STI Obligations, including any updates to the timeline for completion of these elements, and all additional reporting requirements as detailed in the AHSC Program Guidelines, NOFA, or as deemed necessary to monitor compliance and/or perform AHSC Program evaluation. 4.11 If any PARTY anticipates not meeting the targeted construction and grant disbursement milestones as established by an AHSC agreement, that PARTY will promptly notify the other PARTY in writing and will meet with the other PARTY to discuss the reasons why the milestone dates may not be met and what actions the delayed PARTY intends to take to meet the milestones or otherwise rectify the work schedule in order to maintain good standing with the terms and conditions established in the AHSC agreement.