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c. Failure in the performance of any of its remaining obligations hereunder or a default in any of the other covenants and conditions of this Agreement; 4.2 Termination: a. Upon the occurrence of any Event of Default, Town shall thereupon have the right to terminate this Agreement by giving written notice to the Chamber of such termination and specifying the effective date of termination, which shall be on at least fourteen (14) calendar days’ notice. b. The Town further reserves the right, upon thirty (30) calendar days’ written notice, to terminate this Agreement for reason other than upon the occurrence of any Event of Default after discussion and attempt to resolve the underlying basis for the termination of this Agreement. c. In such event, the Chamber shall refund, if applicable, the Town with a pro-rata share of the fixed cost paid pursuant to the terms of this Agreement as of the date of the written notice to terminate. 5. RECORDS AND AUDITS The Chamber shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to the Agreement. These records shall be made available for inspection and audit purposes to the Town, upon reasonable notice to the Chamber. The Chamber shall preserve all such records for three (3) years after the expiration of this Agreement. 6. AMENDMENTS The Town may request changes in the services to be performed hereunder by the Chamber. Such changes shall be mutually agreed upon by and between the Town and the Chamber. Any mutually agreed upon changes shall be incorporated in written amendments to this Agreement. 7. ASSIGNABILITY The Chamber shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or notation), without the prior written consent of the Town. Page 74 of 190