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the Contractor. Contractor may terminate this Agreement by providing the City with three <br />hundred sixty (3 60) days' prior written notice. <br />B, After receiving any Notice of Termination, Contractor shall continue to provide <br />services and cooperate with City staff until the date of termination in a manner which is consistent <br />with recognized standards of quality patient care and prudent business practice, and obtain <br />immediate clarification from City of any unsettled issues of contract performance during the <br />remaining contract tern. <br />C. The right and remedies of City provided in this Termination paragraph shall not be <br />exclusive, and are in addition to any other rights and remedies provided bylaw or this Agreement, <br />D. City may terminate this Agreement immediately, upon written notice, on the occurrence <br />of any of the following events: <br />i. The loss by Contractor of legal capacity, <br />ii. Cessation of services. <br />iii. Delegation or assignment of Contractor's services operation without written <br />approval by City Of Santa Ana. <br />iv. Neglect by any physician or Iicensed person employed by Contractor of any duty <br />required pursuant to this Agreement. <br />v. The loss of accreditation or any license required by the Licenses and Law <br />paragraph of this Agreement. <br />vi. The continued incapacity of any physician or licensed person to perform duties <br />required pursuant to this Agreement. <br />vii. Unethical conduct or malpractice by any physician or licensed person providing <br />services pursuant to this Agreement; provided, however, City may waive this option <br />if Contractor removes such physician or licensed person from serving anyone <br />pursuant to this Agreement. <br />E. In the event of a material breach of the Agreement by City, Contractor will give City <br />written notice of material breach and thirty (30) days from the date of the notice to cure the <br />material breach. If said breach is not cured within thirty (30) days from the date of the notice, <br />Contractor may terminate the Agreement immediately but will continue to provide services in a <br />manner consistent with recognized standards of quality patient case and prudent business <br />practice for an additional sixty (60) days or any additional time mutually agreed upon by the <br />parties. Contractor will be entitled to be paid pursuant to the rates set forth in this Agreement <br />any additional time worked after termination. Material breach shall be failure to pay for services <br />rendered within sixty (60) days. <br />F. Responsibility for Inmate Health Care. Upon termination of this Agreement, total <br />responsibility for providing health care services to all imnates, including imnates receiving <br />health care services at facilities off-site will be transferred from Contractor to the City or the <br />City's designee and Contractor shall maintain no responsibility for same. <br />1.0 <br />25H -14 <br />