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If any of the foregoing is enacted, amended, or revised, CONTRACTOR will comply <br />with such or will notify CITY after enactment or modification that it cannot so comply. CITY <br />may 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 <br />contains all the covenants and agreements between the parties with respect to such employment. <br />Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein, and that no other agreement or amendment hereto shall be <br />effective unless executed in writing and signed by both CITY and CONTRACTOR. <br />XIII. <br />FRAUD <br />CONTRACTOR shall immediately report to CITY all instances and facts <br />concerning possible fraud, abuse or criminal activity relating to expenditure or receipt of funds <br />under this 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 State <br />of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY <br />shall immediately notify CONTRACTOR, Within twenty (20) days of receipt of such notice, <br />CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary <br />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 any <br />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 <br />is to be not less than ten (10) days after certified mailing or personal service of such notice, unless <br />Page 13 of 17 <br />