SANTA ANA WORK CENTER/ ADULT EMPLOYMENT TRAINING PROGRAM

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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 Memorandum of Understanding may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety. E. The grant of funds under this Memorandum of Understanding may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein•. F. The grant of funds under this Memorandum of Understanding may be terminated due to the failure of the CITY to receive sufficient or anticipated funding from HUD for the CDBG-CV program for any term subject to this Memorandum of Understanding, G. In the event this Memorandum of Understanding is terminated as set forth in subparagraphs XII.A. through XII.F., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY s demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Memorandum of Understanding. X111. LIMITATION OF FUNDS The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG-CV funds, which limitations are not presently anticipated. Accordingly, CITY reserves the right to revise this Memorandum of Understanding in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITE' may, in its sole and absolute discretion, reduce the budget of this Memorandum of Understanding as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its unoonmvtted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Memorandum of Understanding , CrIY's City Manager or delegate is authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or amending the Memorandum of Understanding for such purposes. If such a reduction in funding occurs, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Memorandtmi of Understanding , CITY may suspend the operation of this Memorandum of Understanding for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with I -IUD cash withdrawal guidelines. XIV.. EXCLUSIVITY AND AMENDMENT OF MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding supersedes any and all other Memorandum of Understanding s, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG-CV funds by SUBRECIPIENT and contains all the covenants and Memorandum of Understanding s between the parties with respect to such employment in any manner whatsoever. Each party to this Memorandum of 15