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CONTINGENCY OF FUNDS <br />CONTRACTOR acknowledges that approval of and funding for this Agreement is <br />contingent upon Federal approval, and funds received or obligated from the Department of Labor to <br />CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately <br />notify CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall <br />modify or cease operations as directed by CITY and negotiate necessary modification to this <br />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 (30) <br />days written notice to the other party. Notice shall be deemed served on the date of certified mailing. <br />However, CONTRACTOR may not terminate this Agreement if undue hardship will result to any <br />participant. CITY shall pay CONTRACTOR for all costs, including non - cancellable obligations, <br />incurred by CONTRACTOR through the date of termination. <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, <br />including CONTRACTOR's non - cancellable obligations, incurred for services satisfactorily and timely <br />performed prior to the mailing or service of the notice of termination, and except for reimbursement of <br />(1) any payments made for services not subsequently performed in a timely and satisfactory manner, and <br />(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 delivery of such copy, CITY <br />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 applicable corresponding regulations and OMB circulars. <br />Pending final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's decision <br />unless the dispute involves a change order. <br />XVII. <br />Page 12 of 15 <br />