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<br />Page 15 of 19 <br />1. If receiving WIOA funds, the Act and all applicable Federal statutes, regulations, <br />policies, procedures and directives, including but not limited to, 2 CFR 200 and 20 CFR. <br />Parts 651 and 654 <br /> <br />2. All applicable State statutes, regulations, policies, procedures and directives; <br /> <br />3. All applicable CITY policies, procedures and directives; <br /> <br />4. All applicable local ordinances and requirements, including use permits and licensing; <br /> <br />5. Court orders applicable to its operation; and, <br /> <br />6. The terms and conditions of this Agreement. <br /> <br /> If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply <br />with such or will notify CITY after enactment or modification that it cannot so comply. CITY <br />may thereupon terminate this Agreement, if necessary. <br />XII. <br />EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement, together with attachments hereto, represents the complete and exclusive <br />statement between the CITY and CONTRACTOR, and supersedes any and all other agreements, <br />oral or written, between the Parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the CITY and by an authorized representative <br />of CONTRACTOR. The Parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate CONTRACTOR or the CITY. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which is not embodied herein. <br /> <br />XIII. <br />FRAUD <br /> <br />CONTRACTOR shall immediately report to CITY all instances and facts concerning <br />possible fraud, abuse or criminal activity relatin g to expenditure or receipt of funds under this <br />Agreement. <br /> <br />XIV. <br />CONTINGENCY OF FUNDS <br /> <br />CONTRACTOR acknowledges that approval of and funding for this Agreement is <br />contingent upon State approval, and WIOA and/or SSA funds received or obligated from the State <br />of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY <br />shall immediately notify CONTRACTOR. Within twenty (20) days of receipt of such notice, <br />CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary <br />EXHIBIT 2