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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 by either the CITY
<br /> or SUBRECIPIENT, in whole or in part,by setting forth the reasons for such termination,the effective date,
<br /> and, in the case of portion termination, their portion to be terminated. However, if in the case of a partial
<br /> termination,the CITY determines that the remaining portion of the award will not accomplish the purpose for
<br /> with the award was made,the CITY may terminate the award in its entirety.
<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. The grant of funds under this Agreement may be terminated due to the failure of the CITY to
<br /> receive sufficient or anticipated funding from HUD for the CDBG program for any year term subject to this
<br /> Agreement.
<br /> G. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII,F.,
<br /> inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any
<br /> 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 /> X1H. 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 fiends, 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. 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 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.
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