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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 />offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice <br />CONTRACTOR has failed to repay same or a repayment schedule has not been made; and /or (3) <br />terminate this Agreement by giving written notice to CONTRACTOR of such termination in <br />accordance the notice provision in Paragraph XVIII herein below. <br />Page 13 of 15 <br />