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