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XV.I. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning any question arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the City shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of such copy, CITY receives from CONTRACTOR written request to appeal said decision. Procedures governing the appeal shall be prescribed by CITY and /or the State of California in accordance with the Act and all corresponding regulations and OMB circulars. Pending final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's decision unless the dispute involves a change order. XVII. BREACH - SANCTIONS If, through any cause, CONTRACTOR violates any of the terms and conditions of this Agreement, and /or prior agreements whereby grant funds were received by CONTRACTOR pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report makes disallowances, CONTRACTOR shall promptly remedy its sets or ornissions raid /or repay CITY all amounts due CITY as a result of CONTRACTOR's violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue prograrn support until such time as CONTRACTOR fiilfrlls its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice CONTRACTOR has failed to repay same or a repayment schedule has not been made; and /or (3) terminate this Agreement by giving written notice to CONTRACTOR of such termination in accordance the notice provision in Paragraph XVIII herein below. XVIH. NOTICES All notices, reports and correspondence between the parties hereto respecting this Agreement shall be in writing and deposited in the United States Mail, postage prepaid, addressed as follows: and, CITY: City of Santa Ana Manager, W113 Administrative Office P.O. Box 1988 (M -73) Santa Ana, CA 92702 CLERK: Cleric of the City Cowicil City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box, 1988 Santa Ana, CA 92702 -1988 Telefa.csimile (714) 647 -6956 25B-1 5 Page 13 of 15