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<br />Page 16 of 19 <br />modification to this Agreement and/or reimbursement of costs incurred hereunder. <br /> <br />XV. <br />TERMINATION <br /> <br />A. This Agreement may be terminated by either party at its sole discretion, upon thirty <br />(30) days written notice to the other party. Notice shall be deemed served on the date of mailing. <br />However, CONTRACTOR may not terminate this Agreement if undue hardship will result to any <br />Qualified Participant. <br /> <br />B. In the event CONTRACTOR defaults by failing to fulfill all or any of its obligations <br />hereunder, CITY may declare a default and termination of this Agreement by written notice to <br />CONTRACTOR, which default and termination shall be effective on a date stated in the notice which <br />is to be not less than ten (10) days after certified mailing or personal service of such notice, unless <br />such default is cured before the effective date of termination stated in such notice. If terminated for <br />cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result <br />of the termination thereof, including the payment of money, except for payment for approved <br />expenses incurred for services satisfactorily and timely performed prior to the mailing or service of <br />the notice of termination, and except for reimbursement of (1) any payments made for services not <br />subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in <br />obtaining substitute performance. <br /> <br />XVI. <br />DISPUTES <br /> <br />A. Except as otherwise provided in this Agreement, any dispute concerning any <br />question arising under this Agreement shall be decided by CITY. In such a case, CITY shall <br />reduce its decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. <br />The decision of the CITY shall be final and conclusive unless within thirty (30) calendar days from <br />the mailing or delivery of such copy, CITY receives from CONTRACTOR written request to <br />appeal said decision. <br /> <br />B. If receiving WIOA funds, procedures governing the appeal shall be prescribed by <br />CITY and/or the State of California in accordance with the Act and all corresponding regulations <br />and OMB circulars. Pending final disposition of the appeal, CONTRACTOR shall act in <br />accordance with CITY's decision unless the dispute involves a change order. <br /> <br /> <br />XVII. <br />BREACH - SANCTIONS <br /> <br />A. If, through any cause, CONTRACTOR violates any of the terms and conditions of <br />this Agreement, and/or prior agreements whereby grant funds were received by CONTRACTOR <br />pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report <br />makes disallowances, CONTRACTOR shall promptly remedy its acts or omissions and/or repay <br />CITY all amounts due CITY as a result of CONTRACTOR's violation. For any such failures or <br />EXHIBIT 2