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commit and spend fiends, or may restrict SUIIRECTI' ENT" s use of both its uncommitted and its unspent funds. 'Where T-MD has directed or requested CITY to lrnplemeat a reduction in 1Gnding, to whole or as to a cast category, wilb respect to lording for this Agreement, CITY's City Manager or delegate is authorized to act for CITY In implementing and effecting such a reduction and in revising, modliying, or amending the Agreement for such purposes. If such a reduction in flmding ocec^ SUIIRECIPIE?NT shall be permitted to de -scope accordingly, Whore CITY has reasonable grounds to question. S-UBRECIPWNT's fiscal accountability, financial soundness, or compliance with tills Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (6) days written notice to SUITRIit IPWNT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affeot .expenditures and legally binding commitments made by SUBRECIIPIENT before it received notice of such revision, provided that such amounts have been eommitted in good faith and are otherwise allowable and that such commitments are consistent will'I-IUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AtFILND1417"NT OF n-CI FNlENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG-CV funds by STJBRECiPIP:NT and contains all the covenants and agreements between the parties with respect to such employment In any manner whatsoever. Each party to this Agreement acknowledges that na representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting our behalf of any party, whiell are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRLCIPIENT. XV. LAWS GOVEIE Lr~i(, TJIIS ACRI1 ,NFNT This Agreement shall be governed by and construed In accordance with the laws of the State of California, and all applicable federal laws and regulations. XV`L CLOSE-0 I° The SUBRECIPIEN`h' agrees to comply with the elosLout procedures detailed in 2 CPR §200,343, including the following I. SUBRECiPIEN1' must submit, no tutor than ninety (90) calendar days.after the end data, of the period of performance, all financial, performance, and other reports as required by the terrors and conditions of the Federal award; 2. Unless the CITY authorizes all extension, SUBRECIPIENT must liquidate till obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of tine Federal award; 3. SUBRECIPIENT must promptly refund any balances of unobhigated cash that the CITY paid in advance or paid and that is not authorized to be retained by gUBRBCIPIT3 r for use in other projects (See OMB Circular A-129 and 2 Clot §200,345); 4. SUBREC:IPIENT must account for any real and personal property acquired with Federal funds or received fitiotn the Federal govermuctit in accordance with 2 CFR §§200.310- 200.31 G and 200.329; and, 15