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6/2015 <br />E. The grant of funds under this 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. In the event this Agreement is terminated as set forth in subparagraphs XII.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 />XIII. LIMITATION OF FUNDS <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 finding 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 redaction 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 SUB RECIPIENT of its 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 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 fiords 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 />XV. LAWS GOVERNING THIS AGREEMENT <br />This Agreement shall be governed by and construed in accordance with the laws of the State of <br />California, and all applicable federal laws and regulations. <br />XVI. CLOSE-OUT <br />The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, <br />including the following: <br />SUBRECIPIENT must submit, no later than ninety (90) calendar days <br />14 <br />