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If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify <br />CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or <br />cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or <br />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 (30) <br />days written notice to the other party. Notice shall be deemed served on the date of mailing. However, <br />CONTRACTOR may not terminate this Agreement if undue hardship will result to any 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 which is <br />to be not less than ten (10) days after certified mailing or personal service of such notice, unless such <br />default is cured before the effective date of termination stated in such notice. If terminated for cause, <br />CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the <br />termination thereof, including the payment of money, except for payment for approved expenses incurred <br />for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, <br />and except for reimbursement of (1) any payments made for services not subsequently performed in a <br />timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. <br />XVI. <br />DISPUTES <br />Except as otherwise provided in this Agreement, any dispute concerning any question <br />arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision <br />to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the City <br />shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of <br />such copy, CITY receives from CONTRACTOR written request to appeal said decision. <br />Procedures governing the appeal shall be prescribed by CITY and/or the State of <br />California in accordance with the Act and all corresponding regulations and OMB circulars. Pending <br />final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's decision unless <br />the dispute involves a change order. <br />XVII. <br />BREACH - SANCTIONS <br />If, through any cause, CONTRACTOR violates any of the terms and conditions of this <br />Agreement, and/or prior agreements whereby grant funds were received by CONTRACTOR pursuant <br />to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report makes <br />disallowances, CONTRACTOR shall promptly remedy its acts or omissions and/or repay CITY all <br />amounts due CITY as a result of CONTRACTOR's violation. For any such failures or violations, <br />CITY shall also have the right at its sole discretion to either: (1) discontinue program support until <br />such time as CONTRACTOR fulfills its obligations or remedies all violations of this agreement or <br />prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by <br />Page 13 of 16 <br />