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and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply <br />with the Reversion of Assets requirements in this Agreement. <br />J. Limitation of Funds. The United States of America or State of California may in the <br />future place programmatic or fiscal limitations on the use of SRA2 Funds, which limitations are not <br />presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take <br />account of actions affecting SRA2 funding. In the event of funding reduction, CITY may, in its sole <br />and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's <br />authority to disburse funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where <br />CITY has been directed to implement a reduction in funding, with respect to funding for this <br />Agreement, CITY.'s City Manager or delegate is authorized to act for CITY in implementing and <br />effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. <br />If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. <br />Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or <br />compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty <br />(60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an <br />audit or other resolution of such questions. In no event, however, shall any revisions made by CITY <br />affect expenditures and legally binding commitments made by SUBRECIPIENT before it received <br />notice of such revision, provided that such amounts have been committed in good faith and are <br />otherwise allowable and that such commitments are consistent with SRA2 Funds withdrawal <br />guidelines. <br />K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all <br />other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's <br />SRA2 Funds by SUBRECIPIENT and contains all the covenants and agreements between the parties <br />with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement <br />aclmowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, <br />and that no other agreement or amendment hereto shall be effective unless executed in writing and <br />signed by both CITY and SUBRECIPIENT. <br />L. Laws Governing this Agreement. This Agreement shall be governed by and construed <br />in accordance with the laws of the State of California, and all applicable federal laws and regulations. <br />M. Validity and Severability. The invalidity in whole or in part of any provision of this <br />Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever <br />possible, each provision of this AGREEMENT shall be interpreted in such manner as to be <br />effective and valid under applicable law, but if any provision of this AGREEMENT is held to be <br />prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent <br />of such prohibition or invalidity, without invalidating the remainder of such provisions of this <br />AGREEMENT. <br />N. Waiver. No delay or omission by either party hereto to exercise any right or power <br />accruing upon any noncompliance or default by the other party with respect to any of the terms of <br />this Agreement shall impair any such right or power or be construed to be a waiver thereof. A <br />waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be <br />17 <br />