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<br />XII. <br />EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in wntmg, <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 /> <br />XIII. <br />FRAUD <br /> <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 /> <br />XIV. <br />CONTINGENCY OF FUNDS <br /> <br />CONTRACTOR acknowledges that approval of and funding for this Agreement is <br />contingent upon State approval, and funds received or obligated from the State of California to CITY. <br />If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify <br />CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or <br />cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or <br />reimbursement of costs incurred hereunder. <br /> <br />XV. <br />TERMINATION <br /> <br />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 deemcd served on the date of mailing. However, <br />CONTRACTOR may not terminate this Agreement ifundue hardship will result to any participant. <br /> <br />XVI. <br />DISPUTES <br /> <br />Except as otherwise provided in this Agreement, any dispute concerning any question <br />arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision <br />to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the City <br />shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of <br />such copy, CITY receives from CONTRACTOR written request to appeal said decision. <br /> <br />Procedures governing the appeal shall be prescribed by CITY and/or the State of <br /> <br />Page 12 of IS <br />