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for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing <br />and effecting such a reduction and in revising, modifying, or amending the Agreement for such <br />purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope <br />accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal <br />accountability or compliance with this Agreement, CITY may suspend the operation of this <br />Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its <br />intention to so act, pending an audit or other resolution of such questions. In no event, however, shall <br />any revisions made by CITY affect expenditures and legally binding commitments made by <br />SUBRECIPIENT before it received notice of such revision, provided that such amounts have been <br />committed in good faith and are otherwise allowable and that such commitments are consistent with <br />ARPA SURF Funds withdrawal 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 />ARPA SURF Funds by SUBRECIPIENT and contains all the covenants and agreements between <br />the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein, and that no other agreement or amendment hereto shall be effective unless executed <br />in writing and 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 />performed by the other shall not be construed to be a waiver of any succeeding breach thereof or <br />of any other covenant, condition or agreement herein contained. <br />O. Federal Award Identification Information. SUBRECIPIENT's pertinent Federal <br />Award Identification Information, including DUNS Number and Federal Award Identification <br />Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit D <br />attached hereto and incorporated herein by this reference. <br />16 <br />