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a. Any breach or non-compliance by Subrecipient with the conditions, provisions, obligations, duties,
<br /> agreements, covenants,representations and warranties made and set forth in this Contract Agreement
<br /> and any/all accompanying closing documents, SLFRF Rules and Regulations, OMB Uniform Guidance
<br /> 2 CFR Part 200, USDT Requirements, any applicable local, state, and federal laws, and any applicable
<br /> USDT and/or City of San Marcos policy memo, regulation, communication or guideline as the same
<br /> may be amended from time to time, as determined by the City of San Marcos in its sole discretion; or
<br /> b. Any representation or warranty made herein or in any/all Subrecipient applications, accompanying
<br /> closing documents, addenda, exhibits, amendment, binder, and/or other instruments executed in
<br /> connection with this Contract Agreement is proven to be false or misleading in any respect,whether
<br /> through commission or omission.
<br /> Upon the occurrence of an Event of Default,the City of San Marcos may, at its option, send Subrecipient a Notice
<br /> of Default stating that Subrecipient has thirty(30)days to cure said default. In the event Subrecipient fails to cure
<br /> said default within thirty days,the City of San Marcos may, upon ten(10)business days' notice,terminate or
<br /> suspend this Contract Agreement and declare the entire outstanding balance, plus any interest accruing from the
<br /> date hereof,to be immediately due and payable,without presentment, demand, protest or notice of any kind,all of
<br /> which are hereby expressly waived by Subrecipient. Subrecipient agrees to pay all costs and expenses, including
<br /> reasonable attorney fees, incurred by the City of San Marcos in collection of the moneys due hereunder or in the
<br /> exercise or defense of its rights and powers under this Contract Agreement. In addition,the City of San Marcos
<br /> may pursue any other remedies, legal or equitable,available to it in the event of Subrecipient's default, fraud or
<br /> misrepresentation,whether through commission or omission.
<br /> 39. Termination
<br /> This Contract Agreement shall remain in effect for the period defined on page one(1) of this Contract Agreement.
<br /> In accordance with 2 CFR 200.338,the City of San Marcos may suspend or terminate this Contract Agreement if
<br /> the Subrecipient materially fails to comply with any terms of this Contract Agreement, which include(but are not
<br /> limited to)the following:
<br /> a. Failure to comply with City of San Marcos guidance and any of the rules, regulations or provisions referred
<br /> to herein, or such statues,regulations, executive orders, and USDT guidelines, policies or directives as may
<br /> become applicable at any time;
<br /> b. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner its obligations under this
<br /> Contract Agreement;
<br /> c. Ineffective of improper use of funds provided under this Contract Agreement; or
<br /> d. Submission by the Subrecipient to the City of San Marcos of reports that are incorrect or incomplete in any
<br /> material respect.
<br /> In accordance with OMB Uniform Guidance 2 CFR Part 200, Appendix 11,this Contract Agreement may also be
<br /> terminated for convenience by either the City of San Marcos or the Subrecipient, in whole or in part,by setting
<br /> forth the reasons for such termination,the effective date, and, in the case of partial termination,the portion to be
<br /> terminated. However, if in the case of a partial termination,the City of San Marcos determines that the remaining
<br /> portion of the award will not accomplish the purpose for which the award was made,the City of San Marcos may
<br /> terminate the award in its entirety.
<br /> 40. No Waiver
<br /> The City of San Marcos' failure to act with respect to a breach by the Subrecipient does not waive its right to act with
<br /> respect to subsequent or similar breaches. The failure of the City of San Marcos to exercise or enforce any right or
<br /> provision shall not constitute a waiver of such right or provision.
<br /> Benefit
<br /> This Contract Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their
<br /> respective successors and assigns; provided,however,that no assignment by Subrecipient of its rights under this
<br /> Contract Agreement shall be of any effect unless the prior written consent of the City of San Marcos to such
<br /> assignment has been first obtained.
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