AMERICARE RESPIRATORY SERVICES 1-2012

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shall be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, or exceptions. 12. Government Fundinu. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the same Fiscal Year as for this Program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by Congress or any statute enacted by Congress which may affect the provision, terms or funding of this Agreement in any manner. 13. Payment Cap. Based on the size of Employer, City's OJT payments to EMPLOYER shall not exceed a maximum of fifty percent (50%) of the wages paid by EMPLOYER during the training period specified in Exhibit A. 14. Amendment of Agreement. No alteration or variation of the terms of this Agreement shall be valid and/or binding unless made in writing and signed by both parties. There are no oral understandings or agreements between the parties. 15. Breach/Sanctions. If, through any cause, EMPLOYER violates any of the terms and conditions of this Agreement, or if EMPLOYER reports inaccurately or if any Audit Report makes disallowances, EMPLOYER shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a result of EMPLOYER'S violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as EMPLOYER fulfills its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice EMPLOYER has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to EMPLOYER of such termination in accordance the notice provision in Paragraph XVIII herein below. 16. Termination. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. However, the CITY may immediately terminate this Agreement at such time as funds are not made available to CITY through the United States Department of Labor or the State of California Employment Development Department for the purpose of carrying out this Agreement. 17. Independent Contractor. The EMPLOYER, and any agents and employees of the EMPLOYER, in the performance of this Agreement, shall act in an independent capacity as independent contractors and not as officers, employees, or agents of the CITY. This Agreement is not intended nor shall it be construed to create anemployer-employee relationship between EMPLOYER and CITY, nor a joint venture relationship. The EMPLOYER shall not subcontract in the name of the CITY. 18. Eaual Employment Opportunities. The EMPLOYER warrants that it will comply with Title VI of the Civil Rights Act of 1964, and the requirements relating to equal employment opportunities set forth in Executive Order No. 1 1246, as amended by E.O. 5