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(c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (III) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement, (d) No Conflict, To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding, (f) No rending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided In SUBRECIPIENT'S application for funding submitted to CITY, including any exhibits, are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to or affect performance of the Agreement or provision of services hereunder. B. Amount of Gran = and Quarterly Disbursement. The amount granted to SUBRECIPIENT is $910,000 ("OMIT FUNDS"), for the two-year term from July 1, 2021 through June 30, 2023 for the program named; Health Equity and Literacy in OC (HEAL-OC). Such funds shall be expended by SUBRECIPIENT on or before June 30, 2023, The Term of this Agreement may be extended by a writing executed by theCity Manager, or his orher designee, and the City Attorney. The OMH FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. The CITY reserves the right to reduce the amount of OMH FUNDS to SUBRECIPIENT, or to completely terminatethis Agreement, in the CITY's sole discretion, if there is a reduction in OMH FUNDS provided to the CITY for program year 2021.2022 or 2022-2023. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program years, Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in