ORANGE COUNTY, MENTAL HEALTH ASSOCIATION OF

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quently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for conven- ience. E. In the event this Agreement is terminated as set forth in Section X.A through X.D, inclusive, SUBRECIPIENT agrees to immediately return to CITY, upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used under this Agreement. XL LIMITATION OF FUNDS The United States of America, through HUD, may, in the future, place pro- grammatic or fiscal limitations on the use of ESG funds which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Agree- ment in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRE- CIPIENT's use of both its uncommitted and its unspent funds. Where HUD has di- rected or requested CITY to implement a reduction in funding, in whole or as to a cost category, 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 reduc- tion and in revising, modifying, or amending the Agreement for such purposes. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal account- ability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days' writ- ten 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 HUD cash withdrawal guidelines. XII. INSURANCE A. SUBRECIPIENT shall furnish CITY's Clerk of the Council with an insurance certificate from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to CITY. 10