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DocuSign Envelope ID: A2EA8056-551F-4254-A48C-1DF6CF8C4B95 E. CITY has the right to de -obligate the funds hereunder, and take such funding back from CONTRACTOR, due to any of the following reasons: (a) lack of performance by CONTRACTOR; (b) lack of fiscal accountability of CONTRACTOR; or (c) decrease in available funding. III. COMPENSATION A. CITY neither warrants nor guarantees any minimum or maximum compensation to CONTRACTOR under this Agreement. CONTRACTOR shall be paid only for 0.4LU0.1 services rl G11V3111GU U33UG1 L111J A61GG111G11L 0.L Ml lalMD U11U WlM ,'MJ lUli11L111MU 1111bALlIJ1L L. Any compensation payable to CONTRACTOR shall be paid from a portion of the above - referenced WIOA and/or SSA grants awarded to the City in a total amount not to exceed $2,000,000.00. B. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. IV. TERM OF AGREEMENT A. This Agreement shall commence on the date stated above and continue through dune 30, 2023, with a one-year option to renew executable by the CITY in its sole discretion, unless terminated earlier by either party. The one-year option may be executed, or the Term of this Agreement may be further extended, by a writing executed by the City Manager and the City Attorney. B. Unless the CITY authorizes an extension, CONTRACTOR most liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the teams and conditions of the Federal award, as applicable. IV. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 7 of 17