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. '• 07'Dec-1994 <br />D R A F T T H R E E <br />23. TERMINATION <br />23.1 This Agreement may be terminated at any time upon the mutual consent of <br />the Parties. <br />23.2 The Authority or the Cit may at its sole discretion terminate this <br />Agreement when it is in the Authorit 's or City's best financial interest to do <br />so by providing six (6) months written notice of its intention to terminate <br />23.3 This Agreement may be terminated by the Authority in the event of a <br />material breach by the City. <br />23.4 The City may terminate this Agreement in the event the Authority reduces <br />or ceases to make monthly payments in accordance with Schedule 2, Cost <br />Reimbursement Model and the total amount of such unpaid funds exceeds <br />one-twelfth of the City's funding requirements in accordance with the approved <br />budget submitted by the City to the Authority. This remedy is not exclusive <br />and the City may pursue any other remedies at law or equity. <br />23.5 If at any time during the term of this Agreement the City determines that <br />it would be in its best interest to divest itself of its Public Transit <br />Department, the City shall notify the Authority of its desire to divest itself <br />of its Public Transit Department (North Olmsted Municipal Bus Line). Qithin <br />thirty (30) days of receipt of such notice the Authority may, at its option, <br />enter into negotiations for the acquisition of the City's transit facilities <br />and the City's transit personnel.. <br />If the Authority determines that it is in its best interest to acquire <br />the City's transit facilities, the acquisition of the City's transit facilities <br />by GCRTA shall upon the same terms and conditions that GCRTA acquired the <br />publicly owned transit systems operated by other municipalities within Cuyahoga <br />-29- <br />