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If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply with <br />such or will notify CITY after enactment or modification that it cannot so comply. CITY may <br />thereupon terminate this Agreement, if necessary. <br />XII. <br />EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between the parties hereto with respect to the employment of CONTRACTOR by CITY, and contains <br />all the covenants and agreements between the parties with respect to such employment, Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not <br />embodied herein, and that no other agreement or amendment hereto shall be effective unless executed <br />in writing and signed by both CITY and CONTRACTOR. <br />XIII. <br />FRAUD <br />CONTRACTOR shall immediately report to CITY all instances and facts concerning <br />possible fraud, abuse or criminal activity relating to expenditure or receipt of Rinds under this <br />Agreement. <br />XIV. <br />CONTINGENCY OF FUNDS <br />CONTRACTOR acltiowledges that approval of and funding for this Agreement is <br />contingent upon Federal approval, and fiords 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 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 />herewnder, 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 wider this Agreement, or as a result of the <br />termination thereof, including the payinent 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 reimbiusernent 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 perfornnance. <br />25B-14 Page 12 of 15 <br />