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6.4.4 If the City elects to exercise joint operational control of the <br /> Regional Center and any dispute arises between the City and the District over operational <br /> decisions, all such disputes shall be resolved by the unilateral decision of the City. If the District <br /> fails to take any of the foregoing actions, the City shall have the right to take such actions on <br /> behalf of the District. <br /> 6.5. Request for Further Assurances. At such times as the City has a <br /> reasonable reason to believe that the District may default on its financial obligations, the City <br /> may demand from the District, upon approval by a majority plus one vote of the City Council, <br /> assurance of its ability to meet its obligations under this Agreement. Failure of the District to <br /> provide, within thirty (30) days following the written request of the City Council, such adequate <br /> assurances of its ability to perform the terms of this Agreement, the City shall have the right to <br /> exercise all its rights hereunder as if the District were in default of its obligations. <br /> 6.6 Other Remedies. The City also may exercise any other remedies it may <br /> have under any other agreement with the District relating to the Regional Center, including but <br /> not limited to the Ground Lease, or at law or in equity, in the event of a default by the District <br /> under this Agreement and to enforce the City's rights under this Agreement. <br /> 7. NOTICE OF CLAIMS. The District shall give the City notice of any claim not <br /> previously authorized by the District, against the District of ONE HUNDRED THOUSAND and <br /> no/100 DOLLARS ($100,000.00) or more within thirty(30) days of receipt of any such claim. <br /> 8. INSPECTION OF RECORDS. The District will keep available for inspection <br /> by representatives of the City records and accounts pertaining to this Agreement together with <br /> those of the operations and finances of the Regional Center. The District shall provide such <br /> reports and information as the City may request. The production and copying of such records <br /> and reports shall be at no cost to the City. The District will keep such records and documents <br /> available for a period of six (6) years after the termination or expiration of the Agreement, unless <br /> law requires a longer retention period. If any litigation, claim, or audit arising out of, in <br /> connection with, or related to the Agreement is initiated before the expiration of the six (6) year <br /> period, the records and accounts shall be retained until such litigation, claim, or audit involving <br /> the records is completed. <br /> 9. INTEGRATION AND AMENDMENT. The Agreement and any collateral <br /> instruments referenced herein or attached hereto, including the Ground Lease and other interlocal <br /> agreements relating to the Regional Center to which the District and the City are parties, contain <br /> the entire agreement between the City and the District and shall not be modified or amended in <br /> any manner except by an instrument in writing executed by the City and District (and with the <br /> prior written consent of the Bank if in regard to the provisions of Subsection 4.1.2 of this <br /> Agreement). No prior agreement, correspondence, or portions thereof shall be used to interpret, <br /> modify, or explain the terms of the Agreement in the event that a dispute arises with respect to <br /> the Agreement. This Agreement, the Ground Lease and such other interlocal agreements shall <br /> be interpreted to effectuate the intent of all such agreements. <br /> -13- <br /> INTERLOCAL FINANCING AGREEMENT <br /> 900203010 <br />