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EXHIBIT 3 <br />and agreecetrts between the parties with respect to such cinploymcrr. Each party to this Agreernerrr <br />acknowledges that no roprowntations, inducements, promises or agreenx,nis, ormlly or olk ywise, have been <br />made by any party, or Monc acting on bobaYof any party, which are not embodkA herein, and that rrn other <br />agrccmcut or arnondmonl hereto shall be ellbctiw wiles executed in writing and signed by both CTIN mod <br />SUBRECIPIENT. <br />MI. <br />FRAL-D <br />SU13REC.TPTENT shall aranediately mpori to my all instances and facts co t;emiug possible <br />fraud, abuse or criminal activity relating to expenditure or receipt offiln is under this Agreement. <br />XIS'. <br />CONTINGENCYOR FUNDS <br />SUBRECIPTENT acknowledg s that approval of and funtdfrg far this Agreement is continggrit <br />upon State approval, and fords received or obligated from the State ofCalifbrmia to CITY. If such approval <br />of fiords is not forthcoming, or is otherwise limited, CITY shall immediately notify SUBRECIPIENT. Within <br />twenty (20) days of receipt of such notioe, SUBRECIPIENT shall modify or cease operations as directed by <br />CITY and negotiate necessary modification to thus Agreement and./or reimbursement of costs incurred <br />hereunder. <br />XV. <br />TERMINATION <br />A. 111is Agreement may be lenninaled by either party at its sole discretion, tyran fiv (all) days <br />wriiten notice it) the ocher party. Notice shall be deemed send on the date of nrriling� "However, <br />SUBRECTPTENT may rant temdnate this Agreeneent iftuidue hardship will resukto arTparticipant. <br />K In the event SUBRECIPIENT def rahs by failing to fiM al or any of its obli atfons hereunder; <br />CITY may declare a default and termination of this grcn l by writiennotice to SUBRECIPIENT, wbi:h <br />defau h and termination shall be cffDctite on a date stated is tIu. notice whu;h is to be ten less iban k n (10) <br />days after certified mahig or personal senicc of such notice, ratl ss such dcJfuh is cured bclbre Ilre ellective <br />date If temnfinated for cause. CITY shall he relieved of kuther liabilkyor <br />responsi Tdy under this Ageemeni, or as a result of the fennimtim thereof including the paynent ofmowy, <br />exeept fret paynetit for approved expenses itwurred f>r services satisfactorily and tinnely perFrmaed prior to <br />the mailing or st nic:e ofthe entice oftenninaticm, and except ftreimbuasement of anypaymertts made fbr <br />services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in <br />obtaining substitute performance. <br />X4T. <br />DISPLTES <br />Except as otherwise pmtided in this Agreemen; any dinputc concerning any question arising <br />tauter this Agreement shill be decided by CITY. Tn such a case Cfl Y shall reduce its decision to writing and <br />Page 14 ur 17 <br />25A-231 <br />