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<br />6/10/06 les <br /> <br />CONTRACTOR on behalf of CITY, in furtherance of the activities hereunder <br />or thereof. <br /> <br />CONTRACTOR's obligations and responsibilities set forth in this paragraph <br />"XI. REVERSION OF ASSETS," and in paragraphs "XII. TERMINATION" <br />and "III. PROGRAM INCOME" shall not be affected by the termination of this <br />Agreement and shall survive the date of termination of this Agreement for <br />such period of time as CITY and/or HUD deems necessary for the <br />responsibilities, duties and obligations to be performed and completed to the <br />satisfaction of CITY and HUD. <br /> <br />XII. TERMINATION <br /> <br />A. This Agreement may be terminated on thirty (30) days' written notice by <br />either party. In the event of such termination, CONTRACTOR shall only be <br />entitled to reimbursement for approved expenses incurred to the effective <br />date of termination. <br /> <br />B. This Agreement may be suspended or terminated by CITY upon five <br />(5) days' written notice for violation by CONTRACTOR of the terms and <br />conditions of the this agreement or applicable State or Federal <br />requirements. In the event of such suspension or termination, <br />CONTRACTOR shall only be entitled to reimbursement for approved <br />expenses incurred up to the effective date of suspension or termination. <br /> <br />C. In the event CONTRACTOR defaults by failing to fulfill all or any of its <br />obligations hereunder, CITY may declare a default and termination of this <br />Agreement by written notice to CONTRACTOR, which default and <br />termination shall be effective on a date stated in the notice which is to be not <br />less than ten (10) days after certified mailing or personal service of such <br />notice, unless such default is cured before the effective date of termination <br />stated in such notice. If terminated for cause, CITY shall be relieved of <br />further liability or responsibility under this Agreement, or as a result of the <br />termination thereof, including the payment of money, except for payment for <br />approved expenses incurred for services satisfactorily and timely performed <br />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 <br />performed in a timely and satisfactory manner, and (2) costs incurred by <br />CITY in obtaining substitute performance. <br /> <br />D. The grant of funds by CITY to CONTRACTOR pursuant to this <br />Agreement may be terminated for convenience upon two weeks written <br />notice to CONTRACTOR. <br /> <br />E. In the event this Agreement is terminated as set forth in <br />subparagraphs XII.A. through XI/D., inclusive, CONTRACTOR agrees to <br />immediately return to CITY upon CITY's demand and prior to any <br /> <br />Page 12 of 14 <br /> <br />