Agmt 2017 CDBG SOS Service Opportunity for Seniors 3236

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San Leandro will constitute non-compliance with this agreement. |faction tocorrect such substandard performance is not taken by the 8ubrecipient within o reasonable period of time after being notified by the City of San Leandro, contract suspension ortermination procedures will beinitiated. 7.0 Close-Outs. 8ubnaoipient obligation to the City of San Leandro eho|| not and until all closeout requirements are completed. Activities during this closeout period shall ino|ude, but are not limited to: making final payrnente, disposing of program assets (including the return of all unused mabaha|m, equipmnant, unspent cash adxanoao, program income ba|anmaa, and receivable accounts to the City of San Leandnm), and determining the custodianship 7.9 Audits and Inspections. All Gubnncpkard records with respect to any matters covered by this agreement shall be mode available bothe City ofSan Leandro, grantor agency, their designees or the Federal Government, at any time during normal business hours,as often as the City of San Leandro or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted inaudit nepmMo must be fully cleared by the 8ubnacipient within 30 days after receipt by the Gubremipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result inthe withholding offuture payments. The Subrecipienthereby agrees tohave anannual agency audit conducted in accordance with current City policy concerning 8uboeoipientaudits. 8.0 ENFORCEMENT OFCONTRACT 8.1 Applicable Lawn. This Agreement shall be construed and interpreted both as to validity and to performance ofthe parties in accordance with the laws of the State of California and the United States,as applicable. Legal actions concerning any dispute,claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Alameda, State of California, the United States District Court for the Northern District ofCalifornia, or any other appropriate court in Alameda County, and Submeoipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. |nthe event ofany dispute arising under this Agreement, the injured padVshaUnotifvthm insuring party inwriting ofits contentions bwsubmitting aclaim therefore. The injured pedvohmUoontinueperfmnning its obligations hereunder omlong aothe injuring padvcornrnenoestoounaouohdsfnuKxvdhintan (1O)deysofeervima ofsuch notice and completes the cure ofsuch default within thirty(3D)days after service ofthe notice,orsuch longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may benecessary. Notwithstanding the foregoing, the City may suspend any further payment of CDBG funds until Subrecipient is in compliance with this Agreement. CornpUmnoo with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the depute ienot cured. 8.3 Remedies Upon Default by Subnmcipient. In addition to any other rights orremedies available at law or in equity, if Subrecipient fails to fulfill its obligations under this Agreement, City may, after compliance with the provisions ofSection 0.2: o. Temporarily withhold payment of C[]B{3 funds pending correction of the default by Subreoipient; b. Refuse to advance all or any part of the CDBG funds for the project and reallocate said funds to another activity; C. Wholly orpartially suspend orterminate the award and this Agreement; and; d. Withhold further awards for the project ond/orthehacj|hv; and e. Require Subrecipient to repay any CDBG funds that the City determines were not expended incompliance with the requirements ofthis Agreement,the Act Vrthe Regulations. '1O- Coa8Agreement WhhService Opportunity for Seniors(SVS)FY2O1r-2O18