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(1) Direct Financial Assistance. SUBRECIPIENT will potentially be responsible to approve the payment of direct financial assistance for up to an amount not to exceed Eight Million, Seventeen Thousand, Four Hundred Thirty -Nine Dollars and Eighty -Two Cents ($8,017,439.82), subject to the availability of funds, to be used for grants to eligible. participants in said program in accordance with Exhibit A. The direct financial assistance will be disbursed by Orange County United Way as a third party on behalf of the SUBRECIPIENT and CITY under a separate Agreement. The responsibility to approve the payment of direct financial assistance is shared with other SUBRECIPIENTS. Additionally, SUBRECIPIENT may expend up to Eight Hundred One Thousand, Seven Hundred Forty -Three Dollars and Ninety -Eight Cents ($801,743.98) of the Direct Financial Assistance for housing stability services to include, among other things: case management, legal support to prevent eviction, tenant -landlord mediation services, housing counseling, housing placement, housing navigators/promoters that help households access ERAP Rinds, housing -related services for survivors of domestic abuse or human trafficking, and specialized services for seniors or individuals with disabilities. The responsibility to conduct housing stability services and expend these funds is shared with other SUBRECIPIENTS. The housing stability services may only be provided with written pre -approval by the CITY after the Agreement is fully executed. (2) Administrative Funds. CITY shall make administrative fee payment(s) to SUBRECIPIENT in an amount not to exceed Ninety -Two Thousand, Six Hundred Eighty -Seven Dollars and Seventeen Cents ($92,687.17), pursuant to the terns detailed in Exhibit B. D. Disbursement of Funds. Said Administrative Funds shall be disbursed by CITY to the SUBRECIPIENT pursuant to the terms found in the Compensation/Payment attached hereto as Exhibit B, with payments subject to the submittal of invoices and other reporting requirements, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for SRA2 Funds, or return the entire request to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. (1) Reduction in SRA2 Funding. The CITY reserves the right to reduce the amount of SRA2 Funds to SUBRECIPIENT, or to completely terminate this Agreement, in the CITY's sole discretion, if there is a reduction in SRA2 Funds provided to the CITY. (2) Reduced Distribution of Funds. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program term. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. (3) Reversion of Assets. SUBRECIPIENT agrees that any and all fiinds received under this Agreement shall be disbursed during the Tenn of this Agreement, and that any and all funds remaining as of the end of the Term, which have not been disbursed, shall be returned by