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Exhibit C Additional Program Requirements 1. BREACH OF AGREEMENT This Agreement is governed by applicable federal statutes and regulations, as referred to elsewhere herein Any material deviation by Contractor for any reason from the requirements thereof, or from any other provision of this Agreement, will constitute a breach of this Agreement and may be cause for termination at the election of City or upon the direction of HUD. 2. AGREEMENT TERMINATION City may terminate this Agreement for cause in accordance with the provisions of Section 4 of this Agreement and/or initiate acceleration of the Note in accordance with Section 22 of Exhibit A. 3. CONFLICT OF INTEREST No members, officers, or employees or agents of City, no member of the City Council, and no other public official who exercises any function or responsibility with respect to this Program during his/her tenure, or for one year thereafter, shall have any financial interest, direct or indirect, in this Agreement or a related subcontract, or the proceeds thereof. During his/her tenure, and for one year thereafter, no member, officer, board member or employee or agent of Contractor who exercises any function or responsibility with respect to Contractor's performance hereunder, shall have any personal financial interest, direct or indirect, in any real property or improvements receiving a direct benefit from the Program. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award. Contractor shall not contract with any third party or subcontractor that will cause a violation of the preceding paragraph. Contractor shall incorporate the above provision into all contracts awarded in connection with this Agreement. 4. LOBBYING PROHIBITED Federal funds will not be used by Contractor for publicity or propaganda purposes designed to support or defeat legislation pending before federal, state or local government. Federal funds will not be used by Contractor to lobby or influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of any Federal contract. C-1 191\52\1543377.4