NEIGHBORHOOD STABILIZATION PROGRAM 2

undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both County and Contractor. C. Subject to the payment limit set forth in Section III and any required State or federal approvals, minor changes to the Budget and the Scope of Work may be made by a written administrative amendment executed by CONTRACTOR and the Housing Director, provided that such administrative amendments do not substantively change the Scope of Work. XVII. TERMINATION OF THIS AGREEMENT In accordance with 24 CFR 85.43, the County may suspend or terminate this Agreement if CONTRACTOR materially fails to comply with the terms of this Agreement, which failure includes, but is not limited to the following: A. Failure, for any reason, of Contractor to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations, and specifically any HUD statutes, regulations, executive orders, guidelines, and policies related to the NSP program and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; C. Improper use or reporting of funds provided under this Agreement; D. Submission by CONTRACTOR to the County of reports that are incorrect or incomplete in any material respect. Upon suspension or termination of this Agreement, the County may, in addition to any other remedies available at law or in equity, complete Contractor's obligations in any reasonable manner it chooses, take possession, in accordance with the Deed of Trust in favor of the County, of any real or personal property associated with the Project, construct, operate or maintain the Project as the County may deem necessary to fulfill the requirements of the Federal government, and deduct the costs thereof and the amount of damage, if any, sustained by County by virtue of Contractor's breach of this Agreement from any amounts owing to Contractor for services provided prior to County's suspension or termination of this Agreement. In accordance with 24 CFR 85.44, County may also terminate this Agreement for convenience, in whole or in part, upon thirty (30) days written notice. This Agreement may also be cancelled immediately by written mutual consent. E. Subject to the rights of senior lenders, 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 Contractor under this Agreement will, at the option of the County, become the property of the County, and