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California in accordance with the Act and all corresponding regulations and OMB circulars. Pending final disposition of the appeal, SUBRECIPIENT shall act in accordance with CITY's decision unless the dispute involves a change order. XVII. BREACH-SANCTIONS If, through any cause, SUBRECIPIENT violates any of the terms and conditions of this Agreement, and/or prior agreements whereby grant funds were received by SUBRECIPIENT pursuant to this Agreement, or if SUBREC]P1ENT reports inaccurately or if any Audit Report makes disallowances, SUBRECIPIENT shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a result of SUBRECIPIENT's violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as SUBRECIPIENT fulfills 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 SUBRECIPIENT has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to SUBRECIPIENT of such termination in accordance the notice provision in Paragraph XVIR herein below. XVIII. 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: CITY: City of Santa Ana Manager, WDB Administrative Office P.O. Box 1988 (M-76) Santa Ana, CA 92702 CLERK: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 SUBRECIPIENT: Standup for Kids Attention: Justine Palmore PO Box 14398, Irvine CA 92623 Phone: (714)356-5437 Justines Dstandu foul ids.or; Page 16 of 18