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XIH. <br />EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement, together with attachments hereto, represents the complete and exclusive <br />statement between the CITY and CONTRACTOR, and supersedes any and all other agreements, <br />oral or written, between the Parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the CITY and by an authorized representative <br />of CONTRACTOR. The Parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate CONTRACTOR or the CITY, Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which is not embodied herein. <br />XIV. <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 funds under this <br />Agreement. <br />XV. <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 />XVI. <br />TERNIINATION <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 />Qualified 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 />such default is cured before the effective date of termination stated in such notice. If terminated for <br />cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result <br />of the termination thereof, including the payment of money, except for payment for approved <br />Page 1.5 of 19 <br />