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24. TERMINATION OF THE AGREEMENT <br />a. Termination Without Cause <br />Either Party may terminate this Agreement without cause by giving the other Party written notice <br />("Notice of Termination") which clearly expresses that Party's intent to terminate the <br />Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days <br />after a Party receives such notice. After either Party terminates the Agreement, Contractor shall <br />discontinue further services as of the effective date of termination, and City shall pay Contractor <br />for all Services satisfactorily performed up to such date. <br />b. Termination For Cause <br />For purposes of this Agreement, the term "default" shall mean the failure of any Party to perform <br />any material obligation in the time and manner provided by this Agreement. Either Party may <br />terminate this Agreement in the event of a default by the other Party by providing a written <br />Notice of Termination to the defaulting Party. Such Notice of Termination shall become <br />effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of <br />Termination for cause shall include a statement by the terminating Party setting forth grounds for <br />determination of default under the Agreement. In the event this Agreement is terminated for <br />cause as set forth under this section, City shall pay Contractor for all Services satisfactorily <br />performed up to the date the Agreement is terminated. City may deduct from such payment the <br />amount of actual damage, if any, sustained by City due to Contractor's failure to perform the <br />Services or for breach of this Agreement. <br />c. Opportunity to Cure Default <br />Upon receipt of a Notice of Termination for Cause by a Party arising from its default under this <br />Agreement, the defaulting Party shall have five (5) days from the receipt of such notice to cure <br />the default by making such payment or performing the required obligation. If the default is cured <br />to the mutual satisfaction of the Parties, the Agreement shall remain in effect upon written <br />acceptance of the cure by the Party who issued the Notice of Termination for Cause. <br />In addition to, and cumulative to all other remedies in law, at equity and provided under this <br />Agreement, in the event Contractor is in material default of its duties or obligations under this <br />Agreement and it fails to cure the default within five (5) days after receipt of written notice of <br />Termination for Cause from City, City may, without waiving any other rights under this <br />Agreement, elect to withhold from the payments due to Contractor under this Agreement during <br />the period beginning with the 6th day after Contractor's receipt of notice of Termination for <br />Cause, and ending on the date that the default has been cured to the reasonable satisfaction of <br />City, an amount that is in proportion to the magnitude of the default or the service that <br />Contractor is not providing. Upon curing of the default by Contractor, City will cause the <br />withheld payments to be paid to Contractor, without interest. <br />7 <br />