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commit and spend funds, or may restrict SUBRECIPIENT`s use of both its uncommitted and its unspent <br />funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to It <br />cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to <br />act for CITY in implementing ansl effecting such a reduction and in revising, modifying, or amending the <br />Agreement for such purposes. Ifsuch a reduction in Funding occurs, SUBRECIPIENT shall be permitted to <br />do -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal <br />accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of <br />this Agreement for up to sixty (60)days upon rive (5) days written notice to SUBRECIPIENT of its intention <br />to so act, pending an audit or other resolution of such questions. In no event, however; shall any revisions <br />made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it <br />received 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 HUD cash withdrawal guidelines. <br />XIV FXC USfVITY AND AMENDMENT OF AGREEMENT <br />"['his Agreement supersules any and all other agreements, either oral or in writing. between the <br />parties hereto with respect to the use of CITY's CDBG-CV funds by SUBRECiPIENT and contains all the <br />covenants and agreements between the parties with respect to such employment in any manner whatsoever, <br />Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or 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 in <br />writing- and signed by both CITY and SUBRECIPIENT. <br />XV. LA`VS GOVERNING THIS AGREEMENT <br />This Agrcement shall be governed by and construed in accordance with the laves of the State of <br />California, and all applicable federal laws and regulations. <br />XVI. CLOSE; -OUT <br />The SLIBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR sv200.343, <br />including the following; <br />1. SUBRECiPIEN-17 most subunit, no later than ninety (90) calendar days alter the end <br />date of the period of perrormance. all financial, performance. and other reports -is required by the <br />terms and conditions or the Fedzra[ award; <br />2. Unless the CITY authorizes an extension, SUBRECIP1,L.NT trust liquidate all <br />obligations incurred under the Federal award not later than ninety (90) calendar days after the <br />end date of the period of performance as specified in the terms and conditions of the Federal <br />award; <br />3. SUBRECIPIENT must promptly refund any balances of unobligated cash that the <br />CITY paid in advance or paid and that is not authorized to be retained by SUBRECIIIIENT for <br />use in other projects (See OMB Circular A-129 and 2 CFR §200.345); <br />4. SUBRECIPIENT must account for any real and personal property acquired with <br />Federal €lords or received from the Federal government in accordance with 2 CFR §§200.310- <br />200.316 and 200.329; and, <br />15 <br />