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7/2014 <br />C. Pursuant to 24 CFR 85.43, in the event SUBRECIPIENT defaults by failing to fulfill all or <br />any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written <br />notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice <br />which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such <br />default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY <br />shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination <br />thereof, including the payment of money, except for payment for approved expenses incurred for services <br />satisfactorily 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 />D. The grant of funds under this Agreement may be terminated for convenience in accordance <br />with 24 CFR 85.44. <br />E. The grant of funds under tlus Agreement may be terminated due to the non - performance of <br />SUBRECIPIENT 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. hi the event this Agreement is terminated as set forth in subparagraphs XH A. through <br />XII.E., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to <br />any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. <br />REVERSION OF ASSETS" of this Agreement. <br />RV 11 � 111171 Y Y'a71 Y [YL`[YTi11_SLIP�IZ.`. <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 this 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 or as to costs category, may limit the rate of SUBRECIPIENT's authority to <br />commit and spend funds, or may restrict SUBRECIPIENT'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 implementing and effecting such a reduction and in revising, 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, financial soundness, or compliance with this Agreement, CITY may suspend the operation of <br />this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention <br />to so act, pending an audit or other resolution of such questions. hi 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 AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral 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 />Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in <br />writing and signed by both CITY and SUBRECIPIENT. <br />13 <br />