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<br />to Contractor's performance or failure to perform under this Agreement. Contractor will, <br />upon demand by City, pay City the full amount owing to City or to the United States <br />Government as a result of any such audit exception. <br />City will monitor Contractor's Project and expenditures made pursuant to this <br />Agreement quarterly to verify Contractor's compliance with this Agreement and local <br />and federal contract requirements. Contractor shall cooperate with City and provide all <br />documents and information requested by City in a timely and accurate fashion. <br />9. TERMINATION. Either party may terminate this Agreement without cause <br />at any time during the term hereof by giving the other party not less than thirty (30) days <br />prior written notice of such termination. In the event of such termination, Contractor will <br />submit a final invoice for any expenditure incurred up to and including the date of <br />termination. Contractor will submit to City a final report of activities funded hereunder <br />within thirty (30) days after the date of termination. <br />Notwithstanding the foregoing, City may terminate this Agreement, by giving <br />Contractor not less than five (5) days prior written notice, upon the occurrence of any of <br />the following: <br />(a) Federal Community Development Block Grant funds cease, for any reason, <br />to be available to City; or <br />(b) City has determined that the funds provided hereunder have been, or are <br />being, used for purposes other than those described in Exhibits A and/or B; <br /> <br />or <br /> <br />(c) Contractor's failure to perform under this Agreement. <br />Nothing contained in this Paragraph 9 will be deemed to limit the right of the <br />Parties to terminate this Agreement for cause or otherwise to exercise any right or <br />pursue any remedy which may accrue to them. <br /> <br />ATTY/AGR/2009.044 <br />091609 <br /> <br />4 <br />