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<br />5/05 <br /> <br />Thc Unitcd Statcs of Amcrica, through HUD, may in thc futurc placc programmatic or fiscal <br />limitations on thc use ofCDBG funds which limitations arc not prcscntly anticipatcd. Accordingly, <br />CITY rcscrvcs thc right to rcvisc this Agrccmcnt in ordcr to takc account of actions affccting HUD <br />prob'Tam funding. In thc cvcnt of funding reduction, CITY may, in its solc and absolute discrction, <br />rcducc thc budgct of this Agrccmcnt as a wholc or as to costs catcgory, may limit the ratc of <br />SUB RECIPIENT's authority to commit and spcnd funds, or may restrict SUBRECIPIENT's use of <br />both its uncommittcd and its unspent funds. Whcrc HUD has dircctcd or rcqucstcd CITY to <br />implcmcnt a rcduction in funding, in whole or as to a cost catcgory, with respcct to funding for this <br />Agrccmcnt, CITY's City Manager or delegatc is authorizcd to act for CITY in implemcnting and <br />cffccting such a rcduction and in rcvising, modifying, or amcnding the Agrccmcnt for such <br />purposcs. If such a rcduction in funding occurs, SUBRECIPIENT shall bc permittcd to de-scopc <br />accordingly. Whcrc CITY has reasonablc grounds to question SUBRECIPIENT's fiscal <br />accountability, financial soundness, or compliance with this Agrecment, CITY may suspcnd thc <br />opcration of this Agrecmcnt for up to sixty (60) ci~y!S '-'pon five (5) days 'vvrittcn notice LV <br />SUBRECIPIENT of its intcntion to so act, pcnding an audit or othcr rcsolution of such questions. <br />In no cvcnt, howcvcr, shall any revisions made by CITY affcct cxpenditurcs and lcgally binding <br />commitments made by SUBRECIPIENT bcfore it received notice of such rcvision, providcd that <br />such amounts havc becn committed in good faith and are othcrwise allowable and that such <br />commitmcnts are consistcnt with HUD cash withdrawal guidclincs. <br /> <br />XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agrcement supcrscdcs any and all othcr agrccmcnts, cithcr oral or in writing, bctwccn <br />thc partics hcrcto with rcspcct to the usc of CITY's CDBG funds by SUB RECIPIENT and contains <br />all thc covcnants and agrccmcnts bctwcen thc parties with rcspcct to such cmploymcnt in any <br />manncr whatsocvcr. Each party to this Agrccmcnt acknowledges that no rcprcscntations, <br />induccmcnts, promises or agrcemcnts, orally or otherwisc, havc been made by any party, or anyonc <br />acting on behalf of any party, which arc not cmbodicd hcrcin, and that no other agrccmcnt or <br />amcndmcnt hcrcto shall be cffcctivc unless cxecuted in writing and signcd by both CITY and <br />SUBRECIPIENT. <br /> <br />XV. LA WS GOVERNING THIS AGREEMENT <br /> <br />This Agreemcnt shall be governcd by and construcd in accordance with the laws ofthc Statc <br />of California, and all applicablc fcderal laws and rcgulations. <br /> <br />XVI. VALIDITY <br /> <br />The invalidity in whole or in part of any provision of this Agrccmcnt shall not void or affcct <br />thc validity of any othcr provision of this Agrcemcnt. <br /> <br />XVII. MISCELLANEOUS PROVISIONS <br /> <br />14 <br /> <br />