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<br />SUBRECIPIENT's authority to commit and spend funds, or may restrict <br />SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD <br />has directed or requested SAEC to implement a reduction in funding, in whole or as <br />to a cost category, with respect to funding for this Agreement, SAEC's Executive <br />Director or delegate is authorized to act for SAEC in implementing and effecting <br />such a reduction and in revising, modifying, or amending the Agreement for such <br />purposes. Where SAEC has reasonable grounds to question SUBRECIPIENT's <br />fiscal accountability, financial soundness, or compliance with this Agreement, <br />SAEC may suspend the operation of this Agreement for up to sixty (60) days upon <br />five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an <br />audit or other resolution of such questions. In no event, however, shall any <br />revisions made by SAEC affect expenditures and legally binding commitments <br />made by SUBRECIPIENT before it received notice of such revision, provided that <br />such amounts have been committed in good faith and are otherwise allowable and <br />that such commitments are consistent with HUD cash withdrawal guidelines. <br /> <br />XIV. <br /> <br />EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <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 SAEC's FEZ funds by <br />SUBRECIPIENT and contains all the covenants and agreements between the <br />parties with respect to such employment in any manner whatsoever. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any party, which are not embodied herein, and that no other <br />agreement or amendment hereto shall be effective unless executed in writing and <br />signed by both SAEC and SUBRECIPIENT. <br /> <br />xv. <br /> <br />LAWS GOVERNING THIS AGREEMENT <br /> <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 /> <br />Page 12 of 13 <br />