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4. The grant of fands under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. 5. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibit A or failure to meet the project expectations set forth in Exhibit A. 6. The grant of funds under this Agreement may be terminated due to the failure of the CITY to receive sufficient or anticipated funding for the ERA2 program for any term subject to this Agreement. 7. In the event this Agreement is terminated as set forth in subparagraphs I(1) through I(6), inclusive, SUBRECIPIENT agrees to promptly return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with the Reversion of Assets requirements in this Agreement. J. Limitation of Funds. The United States of America may in the future place programmatic or fiscal limitations on the use of ERA2 Funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting ERA2 funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement, may limit the rate of SUBRECIPIENT's authority to disburse funds, or may restrict SUBRECIPIENT's use of uncommitted funds. Where CITY has been directed to implement a reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with ERA2 Funds withdrawal guidelines. K. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all. other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's ERA2 Funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to SUBRECIPIIENT's administration of said program. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 15