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of this Agreement for up to sixty (60) days upon five (v) days written notice to <br />SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such <br />questions. In no event, however, shall any revisions made by CITY affect expenditures <br />and legally binding commitments made by SUBRECIPIENT before it received notice of <br />such revision, provided that such amounts have been committed in good faith and are <br />otherwise allowable and that such commitments are consistent with HUD cash withdrawal <br />guidelines. <br />XIV. . EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between the parties hereto with respect to the use of CITY's EZ funds by SUBRECIPIENT <br />and contains all the covenants and agreements between the parties with respect to such <br />employment in any manner whatsoever. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein, and that no other agreement or amendment hereto shall be effective unless <br />executed in writing and signed by both CITY and SUBRECIPIENT. <br />XV. LAWS GOVERNING THIS AGREEMENT <br />This Agreement shall be governed by and construed in accordance with the laws of <br />the State of California, and all applicable federal laws and regulations. <br />Page 12 of 13 <br />