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<br />8104 <br /> <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 fimding occurs, SUBRECIPIENT shall be permitted to de-scope <br />accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's 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 />SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. <br />In no event, however, shall any revisions made by CITY affect expenditures and legally binding <br />commitments 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 that such <br />commitments are consistent with HOD cash withdrawal guidelines. <br /> <br />XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, between <br />the parties hereto with respect to the use of CITY's CDBG fimds by SUBRECIPIENT and contains <br />all the covenants and agreements between the parties with respect to such employment in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which are not embodied herein, and that no other agreement or <br />amendment hereto shall be effective unless executed in writing and signed by both CITY and <br />SUBRECIPIENT. <br /> <br />xv. LAWS GOVERNING TIllS AGREEMENT <br /> <br />This Agreement shall be governed by and construed in accordance with the laws of the State <br />of California, and all applicable federal laws and regulations. <br /> <br />XVI. VALIDITY <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br /> <br />XVII. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br /> <br />b. All Exhibits and Attachments referenced herein and attached hereto shall be <br />incorporated as if fully set forth in the body of this Agreement. <br /> <br />14 <br />