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K. Nondisplacement. Partner Organization shall not displace any volunteer, employee or position, including partial displacement such as through a reduction in hours, wages or employment benefits, as a result of the assistance available to the Partner Organization through any AIIy. No activity that enables Ally to perform meaningful and constructive service in agencies, institutions and situations where the application of human talent and dedication may help to meet human, educational, linguistic, public safety and environmental community needs shall infringe in any manner on the romotional opportunity of an employed individual or P PP tY o a volunteer. No AIIy shall perform a service or duties, or engage in activities, that would otherwise be performed by an employee as part of the assigned duties of such employee or by a volunteer. Any Program activities shall not involve the performance of services that would supplant the hiring of employed workers or volunteers or would otherwise be performed by an employee or volunteer, including an employed worker who recently resigned or was discharged, an employee who is subject to a reduction in force, an employee who is on leave (terminal, temporary, vacation, emergency or sick), or an employee who is on strike or is being locked out. L. Suspension. p If Public Allies Silicon Valley /San Francisco b elieves that Partner Organization has failed to comply with any material term, condition, representation or warranty of this Agreement or with applicable administrative rules or regulations, Public Allies Silicon Valley /San Francisco may, upon written notice to the Partner Organization, delay further payments or prohibit such Partner Organization from incurring additional obligations of the Program pending corrective action by the Partner Organization or Public Allies Silicon Valley /San Francisco may make a decision to terminate this Agreement in accordance with the relevant provisions herein. A suspension of payments under this Agreement may also occur as a remedy of grievances under Section III(N). M. Grievance Procedure. Public Allies has a grievance procedure outlined in its policies to resolve disputes conceming the program. Aggrieved parties may file a grievance in accordance with the procedures outlined in the Policies and Procedures Handbook. N. Termination. Subject to Section V(A), this Agreement shall terminate upon the expiration of the Term following the commencement of service with Partner Organization of Ally /Allies, and may be terminated: i. By either Party upon 60 days' written notice if, at any time such notice is provided, no Ally is placed with the Partner Organization. ii. By either party upon 60 days written notice, due to changes in the Partner Organization's mission. iii. By either party upon 30 days written notice, due to loss of funds necessary to fund in full or in part, the terms of this agreement. Public Allies Partner Organization Agreement 2010 -2011 6