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5. Nondiscrimination. County agrees that no person on the ground of race, age, color, national origin, religion, disability or sex will be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds received pursuant to this Agreement. County affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 6. Assignability. None of the duties of, or work to be performed by, County under this Agreement shall be subcontracted or assigned to any agency, County, or person without the prior written consent of City. County must submit all subcontracts and other agreements that relate to this Agreement to City. No subcontract or assignment shall terminate or alter the legal obligations of County pursuant to this Agreement. 7. Termination. A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, County shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by County of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, County shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 24 CFR 85.43, in the event County defaults by failing to fulfill all or any of its obligations hereunder, City may declare a default and termination of this Agreement by written notice to County, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, City shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently 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 convenience in accordance with 24 CFR 85.44. 8. Good Standing. Contractor shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of County shall be reported immediately to CITY. Page 2 of 2 25F-14