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(9) <br />CITY OF SANTA ANA <br />1. This Agreement may be terminated on thirty (30) days' written notice by either party. <br />In the event of such termination, CONTRACTOR shall only be entitled to reimbursement for approved <br />expenses incurred to the effective date of termination. <br />2. This Agreement may be suspended or terminated by CITY upon five (5) days' written <br />notice for violation by CONTRACTOR of Federal Laws governing the use of ARPA SLFRF Funds. In the <br />event of such suspension or termination, CONTRACTOR shall only be entitled to reimbursement for <br />approved expenses incurred up to the effective date of suspension or termination. <br />3. Pursuant to 2 CFR 200.340, in the event CONTRACTOR defaults by failing to fulfill all or <br />any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written <br />notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice <br />which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless <br />such default is cured before the effective date of termination stated in such notice. If terminated for cause, <br />CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the <br />termination thereof, including the payment of money, except for payment for approved expenses incurred <br />for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and <br />except for reimbursement of: (1) any payments made for services not subsequently performed in a timely <br />and satisfactory manner; and, (2) costs incurred by CITY in obtaining substitute performance. <br />4. The grant of funds under this Agreement may be terminated for convenience by either <br />the CITY or CONTRACTOR, in whole or in part, by setting forth the reasons for such termination, the <br />effective date, and, in the case of portion termination, their portion to be terminated. However, if in the case <br />of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the <br />purpose for which the award was made, the CITY may terminate the award in its entirety. <br />5. The grant of funds under this Agreement maybe terminated due to the non-performance <br />of CONTRACTOR and/or failure of SUBRECIPENT to perform the work described in Exhibit A. <br />6. The grant of funds under this Agreement maybe terminated due to the failure of the CITY <br />to receive sufficient or anticipated funding for the ARPA program for any term subject to this Agreement. <br />7. In the event this Agreement is terminated asset forth in subparagraphs I(1) through 1(6), <br />inclusive, CONTRACTOR agrees to immediately return to CITY upon CITY's demand and prior to any <br />adjudication of CONTRACTOR's rights, any and all funds not used, and to comply with the Reversion of <br />Assets requirements in this Agreement. <br />J. Limitation of Funds. The United States of America may in the future place programmatic or <br />fiscal limitations on the use of ARPA SLFRF Funds, which limitations are not presently anticipated. <br />Accordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting <br />ARPA program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, <br />reduce the budget of this Agreement, may limit the rate of CONTRACTOR's authority to utilize funds, or may <br />restrict CONTRACTOR's use of uncommitted funds. Where CITY has been directed to implement a <br />reduction in funding, with respect to funding for this Agreement, CITY's City Manager or delegate is <br />authorized to act for CITY in implementing and effecting such a reduction and in revising, modifying, or <br />amending the Agreement for such purposes. If such a reduction in funding occurs, CONTRACTOR shall be <br />permitted to de -scope accordingly. Where CITY has reasonable grounds to question CONTRACTOR's fiscal <br />accountability or compliance with this Agreement, CITY may suspend the operation of this Agreement for <br />up to sixty (60) days upon five (5) days written notice to CONTRACTOR of its intention to so act, pending <br />an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect <br />