MEALS ON WHEELS OF ORANGE COUNTY

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cost category, with respect to funding 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. modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be pen'nitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement. CITY may suspend the operation of this Agreement for up to sixty (60) day s upon five (5) di* s written notice to SUBRECIPIENT 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 aftect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision. provided that Such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with FIUD cash withdrawal guidelines. XIV, EXCLUSIVITY AND AMENDMENT OF AGREEMENT 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 SUBRECIPIENT and contains all the covenants and agreements between the parties w ith respect to such employ ment in any manner whatsoever. Each party to this Agreement acknowledges that no representations. inducements, promises or agreements, orally or otherwise, have been made by any party. or anyone acting on behalf or any party. which are not embodied Herein, and that no other agreement or amendment hereto shall be enective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWSGOVERNINGTHIS AGREEMENT 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. XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award: 2. Unless the CITY authorizes an extension. SUBRECIPIENT must liquidate all 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 terns and conditions of the Federal award: 3. SUBRECIPIENT must promptly refund an, balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345): 4. SUBRECIPIENT must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR §§200.310- 200.316 and 200.329: and, Is