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XV. <br />TERMINATION <br />A. This Agreement may be terminated by either party at its sole discretion, upon thirty (30) <br />days written notice to the other party. Notice shall be deemed served on the date of mailing. However, <br />parties may not terminate this Agreement if undue hardship will result to any participant. <br />B. In the event CONTRACTOR defaults by failing to fulfill all or any of its obligations <br />hereunder, CITY may declare a default and termination of this Agreement by written notice to <br />CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is <br />to be not less than ten (10) days after certified mailing or personal service of such notice, unless such <br />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, except for payment for <br />approved expenses incurred for services conducted in accordance to this Agreement and any non- <br />cancelable commitments made prior to receipt of termination notice. <br />XVI. <br />DISPUTES <br />Procedures governing any dispute or appeal shall be prescribed by CITY and/or the <br />State 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 decision <br />unless the dispute involves a change order. <br />XVII. <br />BREACH - SANCTIONS <br />This Agreement may be terminated by either party, if the other party breaches any material obligation <br />provided hereunder and the breaching party fails to cure such breach within thirty (30) days from <br />receipt of notice outlining the nature of the breach. In the event such material breach is not cured <br />within the applicable period of time noted above, then the non-breaching party may immediately <br />terminate this Agreement by providing written notice to the other party. Reconciliation of Research <br />expenditures and CITY payments shall be in accordance with this Agreement. CONTRACTOR shall <br />make good faith efforts to avoid incurring additional costs following either party's notice of <br />termination. <br />XVIII. <br />NOTICES <br />All notices, reports and correspondence between the parties hereto respecting this <br />Agreement shall be in writing and deposited in the United States Mail, postage prepaid, addressed as <br />follows: <br />CITY: City of Santa Ana <br />Manager, WIB Administrative Office <br />P.O. Box 1988 (M-73) <br />Santa Ana, CA 92702 <br />Page I 1 of 13