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Procedures governing the appeal shall be prescribed by CITY and/or the State <br />of California in accordance with the Act and all corresponding regulations and OMB circulars. <br />Pending final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's <br />decision unless the dispute involves a change order. <br />XVII. <br />BREACH - SANCTIONS <br />If, through any cause, CONTRACTOR violates any of the terms and conditions <br />of this Agreement, and/or prior agreements whereby grant funds were received by <br />CONTRACTOR pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if <br />any Audit Report makes disallowances, CONTRACTOR shall promptly remedy its acts or <br />omissions and/or repay CITY all amounts due CITY as a result of CONTRACTOR's violation. <br />For any such failures or violations, CITY shall also have the right at its sole discretion to <br />either: (1) discontinue program support until such time as CONTRACTOR fulfills its <br />obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect <br />outstanding amounts as determined by CITY due CITY by offsetting or debiting from current <br />claims or invoices, if after thirty (30) days' written notice CONTRACTOR has failed to repay <br />same or a repayment schedule has not been made; and/or (3) terminate this Agreement by <br />giving written notice to CONTRACTOR of such termination in accordance the notice <br />provision in Paragraph XVIII herein below. <br />XVIII. <br />NOTICES <br />All notices, reports and correspondence between the parties hereto respecting <br />this Agreement shall be in writing and deposited in the United States Mail, postage prepaid, <br />addressed as follows: <br />and, <br />CITY: City of Santa Ana <br />WIB Administrative Office <br />P.O. Box 1988-M-73 <br />Santa Ana, CA 92702 <br />CLERK: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Telefacsimile (714) 647-6956 <br />CONTRACTOR: O.C. Conservation Corps <br />700 N. Valley Street Ste., B <br />Anaheim, CA 92801 <br />Phone: (714) 956-6222 <br />Page 13 of 15 <br />