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D. The grant of funds wider this Agreement may be terminated for convenience by either the CITY
<br />or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date,
<br />and, in the case of portion termination, their portion to b terminated, however, if in the case of a partial
<br />termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for
<br />with the award was made, the CITY may terminate the award in its entirety,
<br />E. The grant of funds under this Agreement may be terminated due to the non-performance of
<br />SUBRECIPIENI' and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or
<br />failure to meet the performance standards and program goals set forth therein.
<br />F. In the event this Agreement is tenninated as set forth in subparagraphs XII.A. through XE.E.,
<br />inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any
<br />adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI,
<br />REVERSION OF ASSETS" of this Agreement.
<br />XIII. LIMITATION OF FUNDS
<br />The United States of America, through HUD, may in the future place programmatic or fiscal
<br />limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, CITY
<br />reserves the right to revise this Agreement in order to take account of actions affecting HUD program
<br />funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget
<br />of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to
<br />commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent
<br />funds. Where IIUD has directed or requested CITY to implement a reduction in funding, in whole or as to a
<br />cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to
<br />act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the
<br />Agreement for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to
<br />de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal
<br />accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of
<br />this Agreement for up to sixty (00) days upon five (5) days written notice to SUBRECIPIENT of its intention
<br />to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions
<br />made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it
<br />received notice of such revision, provided that such amounts have been committed in good faith and are
<br />otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines,
<br />XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT
<br />This Agreement supersedes any and all other agreements, either oral or in writing, between the
<br />parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the
<br />covenants and agreements between the parties with respect to such employment in any manner whatsoever.
<br />Each party to ibis Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
<br />embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in
<br />writing and signed by both CITY and SUBRECIPIEN'I'.
<br />XV. LAWS GOVERNING TIRS AGREEMENT
<br />This Agreement shall be governed by and construed in accordance with the laws of the State of
<br />California, and all applicable federal laws and regulations.
<br />XVI. CLOSE-OUT
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