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1 2/09 <br />In the event EMPLOYER does not make the above-referenced documents available within the City of <br />Santa Ana, California, EMPLOYER agrees to pay all necessary and reasonable expenses incurred by <br />CITY in conducting any audit at the location where said records and books of account are maintained. <br />All accounting records and evidence pertaining to all costs of EMPLOYER and all documents related to <br />this Agreement shall be kept available at the location where EMPLOYER conducted the program, as <br />well as in the County of Orange, for the duration of this Agreement and thereafter for three (3) years <br />after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings <br />or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this <br />Agreement to which CITY, the State of California or the United States Government take exception, shall <br />be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, <br />or exceptions. <br />12. Government Fundine. This Agreement is valid and enforceable only if sufficient funds are made <br />available to the State by the United States Government for the same Fiscal Year as for this Program. In <br />addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by <br />Congress or any statute enacted by Congress which may affect the provision, terms or funding of this <br />Agreement in any manner. <br />13. Payment Cav. City's OJT payments to EMPLOYER shall not exceed a maximum of fifty percent (50%) <br />of the wages paid by EMPLOYER during the training period specified in Exhibit A. <br />14. Amendment of Agreement. No alteration or variation of the terms of this Agreement shall be valid <br />and/or binding unless made in writing and signed by both parties. There are no oral understandings or <br />agreements between the parties. <br />15. Breach/Sanctions. If, through any cause, EMPLOYER violates any of the terms and conditions of this <br />Agreement, or if EMPLOYER reports inaccurately or if any Audit Report makes disallowances, <br />EMPLOYER shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a <br />result of EMPLOYER's violation. For any such failures or violations, CITY shall also have the right at <br />its sole discretion to either: (1) discontinue program support until such time as EMPLOYER fulfills its <br />obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect <br />outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or <br />invoices, if after thirty (30) days' written notice EMPLOYER has failed to repay same or a repayment <br />schedule has not been made; and/or (3) terminate this Agreement by giving written notice to <br />EMPLOYER of such termination in accordance the notice provision in Paragraph XVIII herein below. <br />16. Termination. Either party may terminate this Agreement upon thirty (30) days prior written notice to the <br />other party. However, the CITY may immediately terminate this Agreement at such time as funds are <br />not made available to CITY through the United States Department of Labor or the State of California <br />Employment Development Department for the purpose of carrying out this Agreement. <br />17. Independent Contractor. The EMPLOYER, and any agents and employees of the EMPLOYER, in the <br />performance of this Agreement, shall act in an independent capacity as independent contractors and not <br />as officers, employees, or agents of the CITY. This Agreement is not intended nor shall it be construed <br />to create an employer-employee relationship between EMPLOYER and CITY, nor a joint venture <br />relationship. The EMPLOYER shall not subcontract in the name of the CITY. <br />18. Equal Employment Opportunities. The EMPLOYER warrants that it will comply with Title VI of the <br />4