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termination,the C11 Y 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 /> SUBRECIPMNT 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 terminated as set forth in subparagraphs XU,A. through XII.E., <br /> inclusive, SUBRECIPIENT agrees to-immediately return to CITY-upon CITY's demand and prior to any <br /> adjudication of SUBRECIPII?NT's rights, any and all fuxids not used, and to comply with paragraph "'XI. <br /> REVERSION OF ASSETS of this Agreement. <br /> )UM LDMAUON OF I+UNI>;S <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 fthis 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 ors as to.casts category, may limit the rate of SUBRECIPIENT's authority to <br /> commit and spend funds, or may restrict SUBRBCIPIENT's use of both-its uncommitted and its unspent <br /> funds, Where HUD 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 implemwting and effecting such-a reduction and in xevising, 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,fintaneial soundness, or compliance with this Agreement,CITY may suspend the operation of <br /> this Agreement'forup to sixty(60)days upon five(S)days written notice to SUBRECIPIENT of it$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 MD.AMENDMENT OF AGRE EME,NT <br /> This Agreement supersedes any and all other agreements, either oaral 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 /> representations, inducements, promises or agreements <br /> Each party to this Agreement•acknowledges that no , <br /> orally or otherwise, have been made by any party, or anyone actin; on behalf of any party, which.are.not <br /> embodied herein, and that rio other agreement or amendment hereto shall be effective unless executed in <br /> writing and signed by both CITY and SUBRECIPIENT. <br /> XV., LAWS GOVE,RNING THIS AGRE EMENT <br /> This Agreement shall-be-governed by and construed.in ac ordance with the laws of the State of <br /> California,and all applicable federal laws and-reta`lations, <br /> .XVL CLOSE-OUT <br /> The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR.§200.343, <br /> including the following: <br /> 14 <br />