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y05 <br />reduce the budget of this Agreermmnt m a whole or as to costs category, may limit the rate of <br />SUBRECI PI ENTs authority to commit and spend funds; or may restrict SUBRECI PI ENTs use of <br />both its uncommitted and its unspent funds Where HUD has directed or requested CITY to <br />implerrm nt a reduction in funding, in whole or as to a cost category, 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 <br />purposes. If such a reduction in funding occus; SUBRECI R ENT shall be permitted to de -scope <br />accordingly. Where CITY has reasonable grounds to question SU BRECI R ENTs fiscal <br />accountability, financial soundness, or compliance with this Agreement, CITY may suspend the <br />operation of this Agreement for up to sixty (60) days upon five (5) days written notice to <br />SU BRECI R ENT of its i ntention to so act, pendi ng an audit or other read ution of such questions <br />In no event, however, shall any revisions made by CITY affect expenditures and legally binding <br />oornrnitrnerits made by SUBRECIPIENT before it received notice of such revision, provided that <br />such amounts have been committed in good fath and are otherwise allowable and that such <br />commitments am consistent with HUD crash withdrawal guidelines <br />XI V. EXCLUSIVITY AND AM ENDM ENT OF AGREEMENT <br />This Agreement supersedes any and a I other agreanw ts, either oral or i n writi ng, between <br />the pat es hereto with respect to the use of CITY's CDBG funds by SUBRECI PI ENT and cmWns <br />all the covenants and agreements between the panes with respect to such enploynw t in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />induoernents, promises or agreements, orally or otherwise; have been made by any party, or ayone <br />acting on behalf of any party, which are not embodied herein, and that no other agreement or <br />anendment hereto shall be effective unless emouted in writing and signed by both CITY and <br />SUBRECI R ENT. <br />XV. LAWS GOVERNING THISAGREEM ENT <br />Thi s Agreement shal I be governed by and construed i n accordance with the I aws of the State <br />of California, and ail appl i cable federal laws and regulations <br />XVI. VALIDITY <br />The invalidity in whole or in pat of any provision of this Agreerrnent "I not void or affect <br />the val idity of any other provision of this Agreement. <br />XVI 1. M I SCELLANEOUS PROVI SI ONS <br />a Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective paties to each of the terms of this Agreement, and shall <br />14 <br />