Common use of DEFAULT AND TERMINATION OF AGREEMENT Clause in Contracts

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorCITY LIBRARIAN, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ day’s written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT.Exhibit D. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director CITY LIBRARIAN is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the CITY Council of the CITY of San Xxxx, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorDIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. GRANTEE shall not be required to deliver any proprietary or copyrighted material purchased or created by GRANTEE or GRANTEE's subgrantee prior to this grant. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director DIRECTOR is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. GRANTEE shall not be required to deliver any proprietary or copyrighted material purchased or created by GRANTEE or GRANTEE's subgrantee prior to this grant. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Directort DIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from b GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT.completed D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations:: T-344.508/ 1239067 1239067.docx 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the City Council of the City of San Xxxx, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the City Council of the City of San Xxxx, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorDIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. GRANTEE shall not be required to deliver any proprietary or copyrighted material purchased or created by GRANTEE or XXXXXXX's subgrantee prior to this grant. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director DIRECTOR is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s its Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION Section 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTIONSection 6, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D to this AGREEMENT. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s The Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the Council of the CITY, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s its Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the PATH – Emergency Interim Housing Program at Xxxxx Xxxx XX-19-013 T-39543/1733027 Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION Section 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTIONSection 5, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s The Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one (1) year, the funding in any year after the first year may be contingent upon past and pending performance as well as PATH – Emergency Interim Housing Program at Xxxxx Xxxx XX-19-013 T-39543/1733027 future appropriation by the Council of the CITY, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations:: T-344.510/ 1239066 1239066.docx 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the City Council of the City of San Xxxx, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations:: T-344.509/ 1239063 1239063.docx 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the City Council of the City of San Xxxx, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s its Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing HALA-17-001 Xxxx Xxxxxx Center (RRHSSA) 8 T-344.531\1433867 GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION Section 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTIONSection 6, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D to this AGREEMENT. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s X. The Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the Council of the CITY, in its sole discretion. If the funding required to pay for Grant Services HALA-17-001 Xxxx Xxxxxx Center (RRHSSA) 9 T-344.531\1433867 for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorDIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director DIRECTOR is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s its Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to HOME-17-001 T-344.532/1435160 commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION Section 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTIONSection 6, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s X. The Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the City Council, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. HOME-17-001 T-344.532/1435160 G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) 30 calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) 10 days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) 30 days following the date of termination GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorDIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of CIT the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed AGREEMENT. GRANTEE shall not be required to deliver any proprietary or copyrighted material purchased or created by GRANTEE or GRANTEE’s subgrantee, if any, under 's subgrantee prior to this AGREEMENTgrant. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s DirectorDIRECTOR, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXX’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTION, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgrantee, if any, under this AGREEMENT. GRANTEE shall not be required to deliver any proprietary or copyrighted material purchased or created by GRANTEE or GRANTEE's subgrantee prior to this grant. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s Director DIRECTOR is authorized to terminate this AGREEMENT on CITY’s behalf. F. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXX’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.

DEFAULT AND TERMINATION OF AGREEMENT. A. CITY may, through CITY’s its Director, terminate this AGREEMENT without cause by giving GRANTEE thirty (30) calendar days’ days written notice. B. Each of GRANTEE’s obligations under this AGREEMENT shall be deemed material. If GRANTEE fails to perform any of its obligations under this AGREEMENT, or any other HALA-17-002 PATH (RRHSSA) 7 T-344.530\1433852_2 AGREEMENT with the CITY, CITY may terminate this AGREEMENT upon ten (10) days advance notice (“Notice Period”) to GRANTEE, specifying GRANTEE’s breach and providing GRANTEE with the opportunity to cure the specified breach within the Notice Period or in those instances where the specified breach cannot reasonably be cured within the Notice Period, the opportunity to commence to cure the specified breach. In the event GRANTEE fails to cure or to commence to cure the specified breach within the Notice Period, this AGREEMENT shall be terminated. Without limiting the generality of the foregoing, the occurrence of any one of the following events shall constitute a default of this AGREEMENT for which CITY may exercise its right of termination: 1. XXXXXXXGRANTEE’s breach of any of the representations or warranties contained in this AGREEMENT; 2. The occurrence of any of the events set forth in SECTION Section 5 for suspension or termination of CITY’s payment of the Grant Award. C. In the event of termination under this SECTIONSection 6, GRANTEE shall have the following obligations: 1. No later than thirty (30) days following the date of termination termination, GRANTEE shall refund to CITY any unused portion of the Grant Award, except that GRANTEE shall have no obligation to refund to CITY any portion of the Grant Award that was distributed in accordance with the terms of the AGREEMENT. GRANTEE shall also provide CITY with a written report detailing the expenditures, if any, from the Grant Award, including an accounting of its administrative expenses to the date of termination. GRANTEE shall refund to CITY any portion of the Grant Award designated for GRANTEE’s administrative expenses which was not expended as of the date of termination. Nothing in this AGREEMENT shall be deemed to be a waiver of CITY’s right to recover from GRANTEE any portion of the Grant Award that has not been spent in accordance with this AGREEMENT. Upon receipt, GRANTEE will be paid for services performed and reimbursable expenses incurred in compliance with the terms of this AGREEMENT to date of termination, unless other payment terms are explicitly provided in EXHIBIT C.D to this AGREEMENT. 2. Upon termination, GRANTEE shall immediately deliver to CITY any and all copies of materials used or developed for this grant including, but not limited to, all data collection forms, reports, studies and other work performed, whether or not completed by GRANTEE or GRANTEE’s subgranteesubcontractor, if any, under this AGREEMENT. D. Nothing in this AGREEMENT shall be construed so as to deprive CITY of its rights and remedies at law or in equity against GRANTEE. E. CITY’s The Director is authorized to terminate this AGREEMENT on CITY’s behalf. HALA-17-002 PATH (RRHSSA) 8 T-344.530\1433852_2 F. If the term of this AGREEMENT is more than one year, the funding in any year after the first year may be contingent upon past and pending performance as well as future appropriation by the Council of the CITY, in its sole discretion. If the funding required to pay for Grant Services for the next fiscal year has not been appropriated by June 30 of any year, this AGREEMENT will automatically terminate, effective June 30. F. G. CITY may, at its sole option, pursue a course correction process with GRANTEE to address issues with XXXXXXXGRANTEE’s performance under this AGREEMENT. However, CITY is under no obligation to pursue a course correction prior to exercising its rights to suspend payment to GRANTEE or to terminate this AGREEMENT.