Common use of Suspension or Termination Clause in Contracts

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend or terminate this Agreement, in whole or in part, or take other remedial action in accordance with 2 CFR 200. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement may be terminated in whole or in part. In the event of termination of this Agreement by the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliance, it shall first give written notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and AAG Chapter VII.A. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 27.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and AAG Chapter VII.A. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 34.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and GPM Section 910. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations: 1. In by NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. by NSF when the Foundation has other reasonable cause; 3. by NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. by NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreementunilaterally terminate the award); or 5. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY awardee on written notice to NSF setting forth the reasons for such action, the effective date, and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the effective date of a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which are/were spent in connection with otherwise authorized by the suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 27.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY (a) Linkt may suspend processing Trips by any or terminate this Agreement, in whole all Vehicles on the Linkt Rental Account if: (i) Linkt is advised by Thrifty to suspend or in part, close the Linkt Rental Account; (ii) You become bankrupt or take other remedial action appear likely to become bankrupt; (iii) the Commercial Customer who has permitted You (as Personnel) to use the Vehicle in accordance with 2 CFR 200. The CITY the Linkt Terms and Conditions is a company and: (A) it becomes insolvent (that is, not able to pay all its debts as and when they become due and payable) or has a receiver, manager, administrator or liquidator appointed, or appear likely to do so; (B) its shareholders pass a resolution for winding up; (C) an application is made for winding up the company, which is not dismissed or withdrawn within 30 Business Days and which results in an order being made for the company's winding up; or (D) it enters into an arrangement, composition or compromise with any creditors; (iv) Linkt considers that a material adverse change has occurred in Your credit rating; (v) Linkt is required to do so by law; or (vi) for any other reason (including breach of these Linkt Terms and Conditions by You) where Linkt reasonably considers suspension or cancellation of the processing of any or all Trips on the Linkt Rental Account is necessary. (b) Linkt may also suspend or cancel the Linkt Rental Account if: (i) Linkt reasonably believes that the Linkt Rental Account or any payment card linked to the Linkt Rental Account or use of your Linkt Rental Account: (A) is using Linkt's systems to determine the validity of a credit card; (B) poses a risk to Linkt or any third party, including the integrity, security or reliability of Linkt or its systems; (C) was obtained fraudulently or using false details; or (D) is being, or may be being, used for fraudulent, illegal, dishonest or malicious purposes; or (ii) You do not cooperate with any investigation in relation to Your Linkt Rental Account regarding suspected fraudulent, illegal, dishonest or malicious behaviour, or if You refuse to provide any information reasonably requested by Linkt in response to a request made by Linkt in connection with any suspected fraudulent, illegal, dishonest or malicious behaviour. (c) For the purposes of these Linkt Terms and Conditions, fraudulent, illegal, dishonest or malicious behaviour means dishonest activity, which may cause financial loss to any persons or entity including theft of money or other property whether or not deception is used at the time. (a) These Linkt Terms and Conditions will: (i) if you are a Consumer Customer, terminate this Agreement for convenience automatically on the earlier of: (A) the date which is 4 months after the date on which the last transaction occurred on the Linkt Rental Account; and (B) the date on which the Consumer Customer’s liability to pay overdue Tolls and Fees is be transferred to Thrifty in accordance with 2 CFR 200. Either party may clause 6.3(c), unless earlier terminated in accordance with the provisions of these Linkt Terms and Conditions; or (ii) if you are Personnel, terminate this Agreement for convenience by giving a minimum only when terminated in accordance with the provisions of thirty these Linkt Terms and Conditions. (30b) days written notice The termination of these Linkt Terms and Conditions does not affect any rights that You or Linkt have against each other that arose at or before the termination, including in relation to any outstanding Tolls and or Fees that You have not paid prior to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement may be terminated in whole or in part. In the event of termination of this Agreement by the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliance, it shall first give written notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and GPM Section 910. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR § 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 26.

Suspension or Termination. In RECIPIENT may suspend or terminate this Agreement in whole or in part as follows: 1. If the event that SUBRECIPIENT Subrecipient materially fails to comply with any term terms and conditions of this Agreement, which include (but are not limited to), the CITY may suspend following: a. Failure to comply with any of the rules, regulations or terminate provisions referred to herein, or such statutes, regulations, executive orders; b. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; c. Ineffective or improper use of funds provided under this Agreement; d. Submission of reports that are incorrect or incomplete in any material respect by the Subrecipient to the RECIPIENT. 2. This Agreement may also be terminated for convenience by either the RECIPIENT or the Subrecipient, in whole or in part, or take other remedial action by written notification setting forth the reason for termination, the effective date, and, in accordance with 2 CFR 200the case of partial termination, the portion to be terminated. The CITY may also terminate this Agreement However, if in the case of a partial termination, the RECIPIENT determines that the remaining portion of the award will not accomplish the purpose for convenience in accordance with 2 CFR 200. Either party which the award was made, the RECIPIENT may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other partyaward in its entirety. 3. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shallis terminated or partially terminated, at both the option of RECIPIENT and Subrecipient remain responsible for compliance with the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congressrequirements outlined herein in Article IX(B)(5). 4. In the event that sufficient funds are not appropriated, at RECIPIENT suspends or terminates the sole discretion of the CITY, this Agreement may be terminated in whole or in part. In the event of termination of this Agreement by the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY upon RECIPIENT’s request, Subrecipient shall recapture return to RECIPIENT all unexpended monies provided under this Agreement. At undisbursed amounts of the CITY’s discretionInitial RESET Fund, SUBRECIPIENT may also be required to refund together with all funds awarded during program assets including the period return of this Agreement that have already been spent by SUBRECIPIENT all unused material, and reimbursed by the CITY which are/were spent in connection with or pursuant accounts receivable to the noncompliance at issue RECIPIENT. 5. If Agreement is terminated for Subrecipient’s material failure to comply with Federal statutes, regulations, or otherwise spent in connection with terms and conditions of the specific project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncomplianceCARES Act, it shall first give written RECIPIENT will provide notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY The Grantee may suspend or terminate this Agreementagreement, in whole or in part, upon 30 days’ notice, whenever it determines that the Subrecipient has failed to comply with any term, condition, requirement, or provision of this agreement. Failure to comply with any terms of this agreement, include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this agreement; 3. Ineffective or improper use of funds provided under this agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall promptly notify the Subrecipient, in writing, of its determination and the reasons for the termination together with the date on which the termination shall take effect and any other remedial action in accordance with notifications required under 2 CFR part 200. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of , subpart D. Upon termination, the Grantee retains the right to recover any improper expenditures from the Subrecipient and the Subrecipient shall return to the Grantee any improper expenditures no later than thirty (30) days written notice to after the other partydate of termination. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shallThe Grantee may, at its sole discretion, allow Subrecipient to retain or be reimbursed for costs reasonably incurred prior to termination, that were not made in anticipation of termination and cannot be canceled provided that said costs meet the option provisions of the CITYthis agreement, become the property of the CITY2 CFR Part 200, Subpart E, Cost Principles, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents other applicable state or materials prior to termination if such efforts were to be initially compensatedFederal statutes, regulations or requirements. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement This agreement may also be terminated in whole or in partpart by either the Grantee or the Subrecipient, or based upon agreement by both the Grantee and the Subrecipient in accordance with the requirements in 2 CFR part 200, subpart D. IX. In the event of termination of this Agreement by the CITYOTHER REQUIREMENTS TOCOMPLYWITHFEDERAL STATUTES, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all REGULATIONS AND THE TERMS AND CONDITIONS OF THE FEDERAL AWARD The CDBG-NDR funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant available to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate Subrecipient through this Agreement for noncompliance, it shall first give written notice agreement constitute a subaward of the reason Grantee’s Federal award under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for proposed terminationFederal Awards, 2 CFR part 200. The notice shall set forth the following: a. Reasonable description This agreement includes terms and conditions of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than fiveGrantee’s award that are imposed on the Subrecipient, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice Subrecipient agrees to carry out its obligations in compliance with all of proposed termination shall be deemed revoked, null and voidthe obligations described in this agreement.

Suspension or Termination. In The Subrecipient may pursue such remedies as are available to it in accordance with 2 CFR Part 200, Appendix II, ¶ A, including but not limited to suspension or termination of this Agreement, if the event that SUBRECIPIENT Subawardee materially fails to comply with any term terms or conditions of this Agreement, which include, but are not limited to, the CITY following: A. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and CRF guidelines, policies or directives as may suspend or terminate become applicable at any time; B. Failure, for any reason, of the Subawardee to fulfill in a timely and proper manner its obligations under this Agreement; C. Ineffective or improper use of funds provided under this Agreement; D. Submission by the Subawardee to the Subrecipient reports that are incorrect or incomplete in any material respect; or E. Failure to take satisfactory corrective action as directed by the City. In accordance with 2 C.F.R. Part 200, Appendix II, ¶ B, this Agreement may also be terminated for convenience by either the Subrecipient or the Subawardee, in whole or in part, or take other remedial action by setting forth the reasons for such termination, the effective date, and, in accordance with 2 CFR 200the case of partial termination, the portion to be terminated. The CITY may also terminate this Agreement If, in the case of a partial termination, however, the Subrecipient determines that the remaining portion of the award will not accomplish the purpose for convenience in accordance with 2 CFR 200. Either party which the award was made, the Subrecipient may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congressaward in its entirety. In the event that sufficient funding from the Federal government is withdrawn, reduced or limited in any way after the effective date of this Agreement but prior to its normal completion, the City may summarily terminate this Agreement as to the funds are not appropriatedreduced or limited, at notwithstanding any other termination provisions of this agreement. Termination under this Section shall be effective upon receipt of written notice. In the sole discretion case of the CITYa suspension or termination, monies already received under this Agreement may be terminated in whole or in part. In owed back to the event of termination of this Agreement by City and the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretion, SUBRECIPIENT City may also be required to refund all funds awarded during declare the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate this Agreement Subawardee ineligible for noncompliance, it shall first give written notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth further participation in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidCRF program.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY The Grantee may suspend or terminate this Agreementagreement, in whole or in part, upon 30 days’ notice, whenever it determines that the Subrecipient has failed to comply with any term, condition, requirement, or provision of this agreement. Failure to comply with any terms of this agreement, include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this agreement; 3. Ineffective or improper use of funds provided under this agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall promptly notify the Subrecipient, in writing, of its determination and the reasons for the termination together with the date on which the termination shall take effect and any other remedial action in accordance with notifications required under 2 CFR part 200. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of , subpart D. Upon termination, the Grantee retains the right to recover any improper expenditures from the Subrecipient and the Subrecipient shall return to the Grantee any improper expenditures no later than thirty (30) days written notice to after the other partydate of termination. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shallThe Grantee may, at its sole discretion, allow Subrecipient to retain or be reimbursed for costs reasonably incurred prior to termination, that were not made in anticipation of termination and cannot be canceled provided that said costs meet the option provisions of the CITYthis agreement, become the property of the CITY2 CFR Part 200, Subpart E, Cost Principles, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents other applicable state or materials prior to termination if such efforts were to be initially compensatedFederal statutes, regulations or requirements. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement This agreement may also be terminated in whole or in part. In part by either the event of termination of this Agreement Grantee or the Subrecipient, or based upon agreement by both the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At Grantee and the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent Subrecipient in connection with or pursuant to the noncompliance at issue or otherwise spent in connection accordance with the specific project where the noncompliance occurredrequirements in 2 CFR part 200, subpart D. IX. Should the CITY desire to terminate this Agreement for noncompliance, it shall first give written notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void.OTHER REQUIREMENTS TO COMPLYWITHFEDERAL STATUTES,

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend or terminate this Agreement, in whole or in part, or take other remedial action in accordance with 2 24 CFR 200. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either § 85.43, either party may terminate this Agreement for convenience at any time by giving a minimum of thirty (30) days written notice to the other partyparty of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination. Partial terminations of the Scope of Service in Paragraph 1 (A) above may only be undertaken with the prior approval of the Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports reports, or other materials prepared by SUBRECIPIENT the Subrecipient under this Agreement shall, at the option of the CITYGrantee, become the property of the CITYGrantee, and SUBRECIPIENT the Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congresstermination. In accordance with 24 CFR § 85.44, the event that sufficient funds are not appropriatedGrantee may also suspend or terminate this Agreement, at the sole discretion of the CITY, this Agreement may be terminated in whole or in part, if the Subrecipient materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the Grantee may declare the Subrecipient ineligible for any further participation in the Grantee’s contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe the Subrecipient is in noncompliance with any applicable rules or regulations, the Grantee may withhold up to fifteen (15) percent of said Agreement funds until such time as the Subrecipient is found to be in compliance by the Grantee, or is otherwise adjudicated to be in compliance. In accordance with 2 CFR § 200.213, Non-federal entities are subject to the non- procurement debarment and suspension regulations that strict awards, sub-awards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in CDBG programs or activities. Subrecipient under this Agreement shall be registered with System for Award Management prior to funds procurement. Costs to the non-Federal entity resulting from obligations incurred by the non-Federal entity during a suspension or after termination of this Agreement by a Federal award or sub- award are not allowable unless the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At Federal awarding agency or pass-through entity expressly authorizes them in the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliance, it shall first give written notice of the reason for proposed terminationsuspension or termination or subsequently. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than fiveHowever, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth costs during suspension or after termination are allowable as specified in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void2 CFR § 200.342.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and AAG Chapter VII.A. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 29.

Suspension or Termination. In The Grantee may suspend or terminate this Agreement in whole or in part as follows: 1. If the event that SUBRECIPIENT Subrecipient materially fails to comply with any term terms and conditions of this Agreement, which include (but are not limited to), the CITY following: a. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and Act guidelines, polices or directives as may suspend or terminate become applicable at any time; b. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; c. Ineffective or improper use of funds provided under this Agreement; or; d. Submission of reports that are incorrect or incomplete in any material respect by the Subrecipient to the Grantee. 2. This Agreement may also be terminated for convenience by either the Grantee or the Subrecipient, in whole or in part, or take other remedial action by written notification setting forth the reason for termination, the effective date, and, in accordance with 2 CFR 200the case of partial termination, the portion to be terminated. The CITY may also terminate this Agreement However, if in the case of a partial termination, the Grantee determines that the remaining portion of the award will not accomplish the purpose for convenience in accordance with 2 CFR 200. Either party which the award was made, the Grantee may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other partyaward in its entirety. 3. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shallis terminated or partially terminated, at both the option of Grantee and Subrecipient remain responsible for compliance with the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congressrequirements outlined herein. 4. In the event that sufficient funds are not appropriated, at Grantee suspends or terminates the sole discretion of the CITY, this Agreement may be terminated in whole or in part. In the event of termination of this Agreement by the CITY, due to SUBRECIPIENT noncompliance as set forth above, CITY upon Xxxxxxx's request, Subrecipient shall recapture return all unexpended monies provided program assets including the return of all unused Federal funds under this Agreementagreement, unused material, equipment, program income balances, and accounts receivable to the Grantee. 5. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all funds awarded during the period of If this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant is terminated for Subrecipient's material failure to the noncompliance at issue or otherwise spent in connection comply with the specific project where Federal statutes, regulations, or terms and conditions of the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncomplianceFederal award, it shall first give written Grantee will provide notice of the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and void.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY The Grantee may suspend or terminate this Agreementagreement, in whole or in part, upon 30 days’ notice, whenever it determines that the Subrecipient has failed to comply with any term, condition, requirement, or provision of this agreement. Failure to comply with any terms of this agreement, include (but are not limited to) the following: 1. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; 2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this agreement; 3. Ineffective or improper use of funds provided under this agreement; or 4. Submission by the Subrecipient to the Grantee reports that are incorrect or incomplete in any material respect. The Grantee shall promptly notify the Subrecipient, in writing, of its determination and the reasons for the termination together with the date on which the termination shall take effect and any other remedial action in accordance with notifications required under 2 CFR part 200. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of , subpart D. Upon termination, the Grantee retains the right to recover any improper expenditures from the Subrecipient and the Subrecipient shall return to the Grantee any improper expenditures no later than thirty (30) days written notice to after the other partydate of termination. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shallThe Grantee may, at its sole discretion, allow Subrecipient to retain or be reimbursed for costs reasonably incurred prior to termination, that were not made in anticipation of termination and cannot be canceled provided that said costs meet the option provisions of the CITYthis agreement, become the property of the CITY2 CFR Part 200, Subpart E, Cost Principles, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents other applicable state or materials prior to termination if such efforts were to be initially compensatedFederal statutes, regulations or requirements. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement This agreement may also be terminated in whole or in partpart by either the Grantee or the Subrecipient, or based upon agreement by both the Grantee and the Subrecipient in accordance with the requirements in 2 CFR part 200, subpart D. IX. In the event of termination of this Agreement by the CITYOTHER REQUIREMENTS TO COMPLY WITH FEDERAL STATUTES, due to SUBRECIPIENT noncompliance as set forth above, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretion, SUBRECIPIENT may also be required to refund all REGULATIONS AND THE TERMS AND CONDITIONS OF THE FEDERAL AWARD The CDBG-NDR funds awarded during the period of this Agreement that have already been spent by SUBRECIPIENT and reimbursed by the CITY which are/were spent in connection with or pursuant available to the noncompliance at issue or otherwise spent in connection with the specific project where the noncompliance occurred. Should the CITY desire to terminate Subrecipient through this Agreement for noncompliance, it shall first give written notice agreement constitute a subaward of the reason Grantee’s Federal award under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for proposed terminationFederal Awards, 2 CFR part 200. The notice shall set forth the following: a. Reasonable description This agreement includes terms and conditions of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must be affected. Such reasonable time will be presumed to be not less than fiveGrantee’s award that are imposed on the Subrecipient, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice Subrecipient agrees to carry out its obligations in compliance with all of proposed termination shall be deemed revoked, null and voidthe obligations described in this agreement.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and AAG Chapter VII.A. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 26.

Suspension or Termination. In the event that SUBRECIPIENT fails to comply with any term of this Agreement, the CITY may suspend a. Any suspension or terminate this Agreement, in whole or in part, or take other remedial termination action taken by NSF must be issued by an NSF Grants and Agreements Officer and will be in accordance with 2 CFR 200. this article and AAG Chapter VII.A. b. The CITY may also terminate this Agreement for convenience in accordance with 2 CFR 200. Either party may terminate this Agreement for convenience by giving a minimum of thirty (30) days written notice to the other party. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by SUBRECIPIENT under this Agreement shall, at the option of the CITY, become the property of the CITY, and SUBRECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to termination if such efforts were to be initially compensated. Furthermore, funding to be made available by the CITY under this Agreement has been approved by the U.S. Congress. In the event that sufficient funds are not appropriated, at the sole discretion of the CITY, this Agreement award may be suspended or terminated in whole or in partpart in any of the following situations by: 1. In NSF when the event awardee has materially failed to comply with the terms and conditions of termination of this Agreement the award; 2. NSF when the Foundation has other reasonable cause; 3. NSF when ordered by the CITYDeputy Director under NSF’s Regulation on Research Misconduct [45 CFR Part 689]; 4. NSF and the awardee by mutual agreement (if NSF and the awardee cannot reach an agreement, due NSF reserves the right to SUBRECIPIENT noncompliance as set unilaterally terminate the award); or 5. the awardee on written notice to NSF setting forth abovethe reasons for such action, CITY shall recapture all unexpended monies provided under this Agreement. At the CITY’s discretioneffective date, SUBRECIPIENT and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if NSF determines that the unterminated portion will not accomplish the purposes of the award, it may also suspend or terminate the entire award). c. Normally, action by NSF to suspend or terminate an award will be required taken only after the awardee has been informed by NSF of any deficiency on its part and given an opportunity to refund all funds awarded correct it; but NSF may immediately suspend or terminate the award without notice when it believes such action is reasonable to protect the interests of the Government. d. No costs incurred during a suspension period or after the period effective date of this Agreement that have already been spent by SUBRECIPIENT and reimbursed a termination will be allowable, except those costs which, in the opinion of NSF, the awardee could not reasonably avoid or eliminate, or which were otherwise authorized by the CITY which are/were spent in connection with suspension or termination notice, provided such costs would otherwise be allowable under the terms of the award and the appropriate Federal cost principles. e. Within 30 days of the termination date, the awardee will furnish a summary of progress under the award and an itemized accounting of costs incurred prior to the termination date or pursuant to the noncompliance at issue or otherwise spent d, above. Final allowable costs under a termination settlement shall be in connection accordance with the specific terms of the award, including this article, and the appropriate Federal cost principles, giving due consideration to the progress under the award. In no event will the total of NSF payments under a terminated award exceed the award amount, or the NSF pro rata share of the total project where the noncompliance occurred. Should the CITY desire to terminate this Agreement for noncompliancecosts when cost sharing was anticipated, it shall first give written whichever is less. f. A notice of termination other than by mutual agreement and/or the reason for proposed termination. The notice shall set forth the following: a. Reasonable description of the default/reason for termination; b. Demand for a cure; and c. Statement of reasonable time within which a cure must final settlement amount may be affected. Such reasonable time will be presumed subject to be not less than five, nor more than fifteen business days. Such times shall be measured from the actual receipt of said notice. If the Non-profit SUBRECIPIENT cures the default within a reasonable period of time set forth in the notice, or as otherwise agreed between the parties, the CITY shall not terminate this Agreement and the written notice of proposed termination shall be deemed revoked, null and voidreview pursuant to Article 31.