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deems necessary for the responsibilities, duties and obligations to be performed and completed to <br />the satisfaction of CITY and HUD. <br /> <br />III. TERMINATION <br /> <br /> A. This Agreement may be suspended or terminated by CITY upon five (5) days' <br />written notice for violation by CONSULTANT of Federal Laws governing the use of Community <br />Development Block Grant Funds. <br /> <br /> B. Pursuant to 24 CFR 85.43, in the event CONSULTANT defaults by failing to fulfill <br />all or any of its obligations under this Agreement, CITY may declare a default and termination of <br />this Agreement by written notice to CONSULTANT, which default and termination shall be <br />effective on a date stated in the notice which is to be not less than ten (10) days after certified <br />mailing or personal service of such notice, unless such default is cured before the effective date of <br />termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability <br />or responsibility under this Agreement, or as a result of the termination thereof, including the <br />payment of money, except for payment for approved expenses incurred for services satisfactorily <br />and timely performed prior to the mailing or service of the notice of termination, and except for <br />reimbursement of (1) any payments made for services not subsequently performed in a timely and <br />satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. <br /> <br /> C. In the event this Agreement is terminated as set forth in subparagraphs III.A. through <br />III.B., inclusive, CONSULTANT agrees to immediately return to CITY upon CITY's demand and <br />prior to any adjudication of CONSULTANT's rights, any and all fimds not used, and to comply with <br />paragraph "II. REVERSION OF ASSETS" of this Exhibit C. <br /> <br />7 <br /> <br /> <br />