ORANGE COUNTY CONSERVATION CORPS (2)

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and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. SUBRECIPIENT shall immediately report to CITY all instances and facts concerning possible fraud, abuse or criminal activity relating to expenditure or receipt of funds under this Agreement. XIV. CONTINGENCY OF FUNDS SUBRECIPIENT acknowledges that approval of and fimding for this Agreement is contingent upon State approval, and fiords received or obligated from the State of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall inmediately notify SUBRECIPIENT. Within twenty (20) days of receipt of such notice, SUBRECIPIENT shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. XV. TERMINATION A. This Agreement may be terminated by either party at its sole discretion, upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. However, SUBRECIPIENT may not terminate this Agreement if undue hardship will result to any participant. B. In the event SUBRECIPIENT defaults by failing to fiM all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereon; including the payment of money, except for payment for approved expenses incurred for services satisfactorily and tir rely performed prior to the mailing or service of the notice of termination, and except for reimbursement of any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. XVI. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning any question arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision to writing and Page 14 of 17