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MOU No.:TBD <br />SLAG ProjealOWl? No.:TBD <br />City Contract No.:TBD <br />b. Termination for Cause. If through, any cause, CITY shall fail to timely and adequately fulfill <br />its obligations under this MOU, or if CITY violates any of the covenants, agreements, or <br />stipulations` of this MOU, SCAG shall thereupon have the right. to terminate the MOU by <br />giving not less than ten (10) calendar days written notice to CITY of the intent to terminate <br />and specifying the effective date thereof. SCAG "shall provide a reasonable opportunity for <br />CITY to cure prior to termination. In no event shall such opportunity to cure extend beyond <br />the term of the MOU. In the event that SCAG invokes this termination clause, all finished or <br />unfinished documents and other materials as described in the MOU shall be returned to <br />SCAG at its option. <br />c. If through any cause, SCAG shall fail to timely and adequately fulfill its obligations under this <br />MOU, or if SCAG violates any of the covenants, agreements, or stipulations of this MOU, <br />CITY shall thereupon have the right to terminate the MOU by giving not less than ten (10) <br />calendar days written notice to SCAG of the intent to terminate and specifying the effective <br />date thereof. CITY shall provide a reasonable opportunity for SCAG to cure prior 'to <br />termination. In. no event shall such opportunity to cure extend beyond the term of the MOU <br />In the event that CITY invokes (his termination clause, all finished or unfinished. documents <br />and other materials as described in the MOU shall besetumed to CITY at its option. <br />20. Non -Assignment <br />a. Neither Party shall assign this MOU, or any part thereof, without the. written consent of each <br />Party to this MOU. Any assignment without ,such written consent shall be void and <br />unenforceable. <br />b. The covenants and agreement of this MQU shall inure to the benefit of and shall he binding' <br />upon each -of the Parties and their respective successors and assignees: <br />21. Release of Information <br />CITY shall. not release any information to a third party or otherwise publish or utilize any <br />information obtained,or produced by it as a result of or in connection with the performance, of <br />services under this Agreement, withoutthe prior written authorization ;of SCAG, except as, <br />required by law and with prior written. notice to SCAG. <br />22. Severability <br />If any provision of this MOU is held to be illegal, invalid, or unenforceable, in whole or in part, <br />such provision shall be modified to the minimum extent necessary to make it, legal, valid, and <br />enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be <br />affected thereby. <br />21 Survival <br />The following sections. survive expiration or termination of this MOU: <br />Section 8 (Electronic Version of Work Products) <br />Section 11 (Indemnification) <br />Dmember 11. 2017 <br />Page I I <br />25M-15 <br />