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indicated on Exhibit A (Schedule of Performance). Failure to follow the measurements and meet the <br />stated outcomes may constitute breach of contract that could result in termination of this <br />Memorandum of Understanding or serve as reason for the City to recapture the grant funds awarded <br />to SUBRECIPIENT pursuant to this Memorandum of Understanding. <br />WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive <br />part of this Memorandum of Understanding and the following terms and conditions are approved and <br />together with all exhibits and attachments hereto, shall constitute the entire Memorandum of Understanding <br />between the CITY and SUBRECIPIENT: <br />I. SUBRECIPIENT'S OBLIGATIONS <br />A. Nonprofit Status - Representations and Warranties. <br />(a) Authority. SUBRECIPE3NT is a duly organized and existing nonprofit corporation in good <br />standing and authorized to do business under the laws of the State of California, SUBRECIPIENT has . <br />HI right, power and lawful authority to accept the funding hereunder and to undertake all obligations as <br />provided herein and the execution, performance and delivery of this Memorandum of Understanding by <br />SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT, <br />(b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided <br />hereunder. <br />(c) Familiarity With Services Required. By executing this Memorandum of Understanding, <br />SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the services to be <br />performed and provided hereunder; (ii) it has carefully considered how the services should be performed; <br />and, (iii) it fully understands the facilities, difficulties and restrictions attending performance of the <br />services under this Memorandmn of Understanding, <br />(d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, <br />delivery and performance of its obligations under this Memorandum of Understanding will not constitute <br />a default or a breach under any contract, Memorandum of Understanding or order to which <br />SUBRECIPIENT is a party or by which it is bound. <br />(e) No Bankruptcy, SUBRECB'IENT is not the subject of any current or threatened bankruptcy <br />proceeding. <br />(f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or <br />threatened litigation that would or may materially affect SUBRECII'IENT'S performance under this <br />Memorandum of Understanding. <br />(g) Application "Veracity. All provisions of and information provided in SUBRECIPIENT's <br />application for funding submitted to CITY, including any exhibits, are true and correct in all material <br />respects, <br />(h) No Pending Investigation, SUBRECIPMNT has no knowledge that it is the subject of any <br />current or threatened criminal or civil action investigation by any public agency, including without <br />limitation a police agency or prosecuting authority, wluch would relate to or affect performance of the <br />Memorandum of Understanding or provision of services hereunder. <br />2 <br />