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City of Santa Ana Grant Agreement No. 19-098 Page 8 The Conservancy shall determine whether the grantee has satisfactorily completed the project. If so, the Conservancy shall issue to the grantee a letter of acceptance of the project and release the withhold amount pursuant to the "COSTS AND DISBURSEMENTS"section. The project shall be deemed complete as of the date of the letter. EARLY TERMINATION, SUSPENSION AND FAILURE TO PERFORM Before the project has commenced, either party may terminate this agreement for any reason by providing the other party with seven days notice in writing. Before the project is complete,the Conservancy may terminate or suspend this agreement for any reason by providing the grantee with seven days notice in writing. In either case,the grantee shall immediately stop work under the agreement and take all reasonable measures to prevent further costs to the Conservancy. The Conservancy shall be responsible for any reasonable and non-cancelable obligations incurred by the grantee in the performance of this agreement prior to the date of the notice to terminate or suspend, but only up to the undisbursed balance of funding authorized in this agreement. Any notice suspending work under this agreement shall remain in effect until further written notice from the Conservancy authorizes work to resume. If the grantee fails to complete the project as required,or fails to fulfill any other obligations of this agreement prior to the termination date,the grantee shall be liable for immediate repayment to the Conservancy of all amounts disbursed by the Conservancy under this agreement. The Conservancy may, at its sole discretion,consider extenuating circumstances and not require repayment for work partially completed. This paragraph shall not be deemed to limit any other remedies the Conservancy may have for breach of this agreement. Before the project is complete,the grantee may terminate this agreement for any reason by providing the Conservancy with seven days notice in writing and repaying to the Conservancy all amounts disbursed by the Conservancy under this agreement. The Conservancy may,at its sole discretion, consider extenuating circumstances and allow early termination without repayment for work partially completed. The parties expressly agree to waive, release and relinquish the recovery of any consequential damages that may arise out of the termination or suspension of this agreement under this section. The grantee shall include in any agreement with any contractor retained for work under this agreement a provision that entitles the grantee to suspend or terminate the agreement with the contractor for any reason on written notice and on the same terms and conditions specified in this section.