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such events without waiving the right to exercise such remedies and without incurring liability for further payment. Grantee may at its option terminate this Agreement and any and all funding under this Agreement upon the occurrence of any one or more of the following : 1 . Any representation by Subgrantee in this Agreement is inaccurate or incomplete in any material respect, or Subgrantee has breached any condition of this Agreement or any previous agreement with Grantee and has not cured in timely fashion, or is unable or unwilling to meet its obligations under this Agreement ; 2 . Subgrantee suffers any material adverse change in its financial condition while this Agreement is in effect, as compared to its financial condition as represented in any reports or other documents submitted to Grantee, if Subgrantee has not cured the condition within thirty (30) days after notice in writing from Grantee ; 3 . Any reports required by this Agreement have not been submitted to Grantee or have been submitted with inaccurate, incomplete, or inadequate information; or, 4 . The monies necessary to fund this Agreement are unavailable due to any failure to appropriate or other action or inaction by the Congress, Legislature, Office of the Comptroller or Office of Management and Budget. B . Upon the occurrence of any one or more of the following events , Grantee may at its option give notice in writing to Subgrantee to cure its failure of performance if such failure may be cured. Upon the failure of Subgrantee to cure, Grantee may exercise any one or more of the following remedies : 1 . Terminate this Agreement upon not less than fifteen ( 15 ) days notice of such termination by certified letter to the Subgrantee at the address specified in Article XXV of this Agreement, such notice to take effect when delivered to Subgrantee ; 2 . Commence a legal action for the judicial enforcement of this Agreement ; 3 . Withhold the disbursement of any payment or any portion of a payment otherwise due and payable under this Agreement or any other Agreement with Subgrantee ; and, 4 . Take any other remedial actions that may otherwise be available under law. C . Grantee may terminate this Agreement for any misrepresentation of material fact, for failure or non- performance of any Agreement condition or obligation, or for noncompliance with any applicable legal requirement. D . Rescission, suspension or termination of this Agreement shall constitute final action by the Grantee within the meaning of the Administrative Procedure Act, as amended. Notwithstanding the preceding sentence, any deobligation of funds or other determination by the Federal Emergency Management Agency shall be addressed in accordance with the regulations of that Agency. E . Upon the rescission, suspension or termination of this Agreement, the Subgrantee shall refund to Grantee all funds disbursed to Subgrantee under this Agreement. F . The venue of any action or proceeding by either Grantee or Subgrantee for enforcement of this Agreement or for adjudication of rights, interests, or duties of the parries to it shall lie in Leon County, State of Florida . G . Notwithstanding anything to the contrary elsewhere in this Agreement, the rescission, suspension or termination of this Agreement by Grantee shall not relieve Subgrantee of liability to Grantee for the restitution of funds advanced to Subgrantee under this Agreement, and Grantee may set off any such funds by withholding future disbursements otherwise due Subgrantee under this Agreement or any other Agreement until such time as the exact amount of restitution due Grantee from Subgrantee is determined. In the event the Federal Emergency Management Agency should deobligate funds formerly allowed under this Agreement or under any other Agreement funded by the Agency and administered by Grantee , then Subgrantee shall immediately repay such funds to Grantee . If the Subgrantee fails to repay any such funds , then Grantee may recover the same from funding otherwise due Subgrantee . ARTICLE XXIV. Attachments . A. All attachments to this Agreement are incorporated into this Agreement by reference as if set out fully in the text of the Agreement itself. 8