Res 2024-047 approving a contract with Cenikor to provide a

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DocuSign Envelope ID:COA2C376-DO83-4406-8D6C-OA6C2103A7F3 F. Suspension or Termination Suspension or termination may occur if the Agency materially fails to comply with any term of the award, and the award may be terminated for convenience in accordance with the regulation. In the event of termination with or without cause,all finished or unfinished documents, data, studies, surveys, drawings,maps,models,photographs and reports prepared by the Agency pursuant to this Agreement shall, at the option of the City,be turned over to the City and become the property of the City, in addition,the Agency shall be entitled to receive reasonable compensation for any necessary services actually and satisfactorily performed prior to the date of termination which are allowable under regulations pertaining to this Agreement. 1. Termination for Cause The City may suspend or terminate this Agreement if the Agency materially fails to comply with any terms of this Agreement,which include (but are not limited to)the following: a. Failure, for any reason, of the Agency to fulfill in a timely and proper manner its obligations under this Agreement; b. Ineffective or improper use of funds provided under this Agreement; or C. Submission by the Agency to the City reports that are incorrect or incomplete in any material respect. If the Agency fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the Agency violates any of the covenants, conditions, agreements,or stipulations of this Agreement,the City shall have the right to terminate this Agreement by giving written notice to the Agency of such termination and specifying the effective date thereof,which shall be at least five (5) days before the effective date of such termination. Notwithstanding the above,the Agency shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of contract by the Agency,and the City may set-off the damages it incurred as a result of the Agency's breach of contract from any amounts it might otherwise owe the Agency. 2. Resolution of Program Non-compliance and Disallowed Costs In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, or the breach thereof,including determination of responsibility for any costs disallowed as a result of non-compliance with the requirements,the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect,the parties shall consult and negotiate with each other in good faith within thirty (30) days of receipt of a written notice of the dispute or invitation to negotiate,and attempt to reach a just and equitable solution satisfactory to both parties. If the matter is not resolved by negotiation within thirty (30) days of receipt of written notice or invitation to negotiate,the parties agree first to try in good faith to settle the matter by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The parties may enter into a written amendment to this Agreement and choose a mediator that is not affiliated with the American Arbitration Association. The parties shall bear the costs of such mediation equally. If the matter is not resolved through such mediation within sixty(60)days of the initiation of that procedure,either party may proceed to file suit. 224-156 Page 5 of 17