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Aoil .11�a <br />12. SUSPENSION OR TERMINATION <br />City shall have the right at any time to temporarily suspend Immigrant Defenders' <br />performance hereunder and/or any Funding, in whole or in part, by giving a written thirty - <br />day notice of suspension to Immigrant Defenders. If City gives such notice of suspension, <br />Immigrant Defenders shall immediately suspend its activities under this Agreement, as <br />specified in such notice. Nothing in this Agreement shall be deemed to be a waiver of the <br />City's right to recover from Immigrant Defenders any portion of the Funding that has not <br />been spent in accordance with this Agreement or that has not been spent as of the date of <br />notice under this subsection. <br />13. FUNDING AVAILABILITY <br />It is understood and agreed that funding is contingent on there being sufficient <br />funds within the City's budget. If the City lacks funding within its budget, the Agreement <br />shall have no further force and effect. If there is a lack of funding or should funds became <br />unavailable after the effective date of the Agreement, the City shall have no liability to pay <br />any funds to the Immigrant Defenders or to furnish other consideration under this <br />Agreement and the Immigrant Defenders shall not be obligated to continue to perfonn any <br />services under the provisions of this Agreement. It is also understood that funds for the <br />program must be appropriated and approved by City Council. City Council has the <br />authority to reduce or eliminate funding of this program, without cause or justification, <br />with no liability occurring to the City. <br />14. STANDARD OF PERFORMANCE <br />Immigrant Defenders shall perform all services performed under this Agreement in the <br />manner and according to the standards currently observed by a competent practitioner of <br />Immigrant Defenders' profession. Immigrant Defenders shall assign only competent personnel <br />to perform services, including licensed attorneys, under this Agreement. Immigrant Defenders <br />shall notify City in writing of any changes in Immigrant Defenders' staff assigned to perform <br />the services under this Agreement prior to any such performance. <br />15. CONFLICTS OF INTEREST <br />Immigrant Defenders covenants that neither it, nor any officer or principal of its <br />corporation, has or shall acquire any interest, directly nor indirectly, that would hinder <br />Immigrant Defenders' performance of services under this Agreement. Immigrant <br />Defenders further covenants that in the performance of this Agreement, no person having <br />any such interest shall be employed by it as an officer, employee, agent or subcontractor, <br />without the written consent of City. Immigrant Defenders agrees to avoid conflicts of <br />interest or the appearance of any conflicts of interest with the interests of City at all times <br />during the performance of this Agreement. <br />16. MISCELLANEOUS <br />a. Entire Agreement. This Agreement, including all Exhibits, contains the <br />entire agreement between the parties and supersedes whatever oral or <br />#22417vl 251-17 <br />