WORKING WARDROBES FOR A NEW START (2)

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to adjust line item amounts in the budget with approval of the Executive Director for the Community Development Agency for Contractor, so long as the total budget amount does not increase. D. Subcontractor agrees to use said funds pursuant to this CA4All Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said CA4All Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this CA4All Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this CA4Al1 Agreement. E. Contractor has the right to de -obligate the funds hereunder, and take such funding back from Subcontractor, due to any of the following reasons: (a) lack of performance by Subcontractor; (b) lack of fiscal accountability of Subcontractor; or (c) decrease in available funding. 4. STATE CA4ALL AGREEMENT Contractor entered into State Agreement Number JP2017-GFI with the State of California receiving and recognizing $2,000,000.00 in CA4All grant funds to be used by Contractor to address youth workforce development. A true and correct copy of the State CA4All Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State CA4All Agreement and agrees to comply with A the conditions of the State CA4Al1 Agreement and the applicable State requirements governing the use of CA4All grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this CA4All Agreement, be construed to be an independent contractor and not an employee of the Contractor. This CA4Al1 Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the professional manner in which Subcontractor performs the services which are the subject matter of this CA4All Agreement; however, the services to be provided by Subcontractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Subcontractor 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. 311011 1]1VL1 %`J I I6DJ %h/_VY M CT/:RK This CA4All Agreement creates a non-exclusive and perpetual license for Contractor to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are 3