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CONTRACTOR shall immediately report to CITY all instances and facts concerning <br />possible fraud, abuse or criminal activity relating to expenditure or receipt of funds under this <br />Agreement. <br />XIV. <br />CONTINGENCY OF FUNDS <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 <br />State of California to CITY. If such approval of funds is not forthcoming, or is otherwise <br />limited, CITY shall immediately notify CONTRACTOR. Within twenty (20) days of receipt of <br />such notice, CONTRACTOR shall modify or cease operations as directed by CITY and negotiate <br />necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. <br />XV. <br />TERMINATION <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 <br />any Qualified Participant. <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 <br />which is to be not less than ten (10) days after certified mailing or personal service of such notice, <br />unless such default is cured before the effective date of termination stated in such notice. If <br />terminated for cause, CITY shall be relieved of further liability or responsibility under this <br />Agreement, or as a result of the termination thereof, including the payment of money, except for <br />payment for approved expenses incurred for services satisfactorily and timely performed prior to the <br />mailing or service of the notice of termination, and except for reimbursement of (1) any payments <br />made for services not subsequently performed in a timely and satisfactory manner, and (2) costs <br />incurred by CITY in obtaining substitute performance. <br />XVI. <br />DISPUTES <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 <br />from the mailing or delivery of such copy, CITY receives from CONTRACTOR written request <br />to appeal said decision. <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 />Page 15 of 18 <br />