Agreement - Goodwill Industries of Michiana - Bridger Merger with Goodwill

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3. CompensalLon lin' il-o Latn. The City will pay the Contract Amount in accordance with this Section 3. The Organization will use each installment of the Contract Amount for the sole and limited purpose of defraying the costs of employing one (1) full- time ERN specialist responsible for providing the Program to employers and their employees in the City. The City will not pay any portion of the Contract Amount to the Organization unless the Organization first obtains a payment from an employer in the City that desires to participate in the Program, the amount of which payment will be in increments of Four Thousand Dollars ($4,000.00) (an "Employer Payment"). After receiving an Employer Payment, the Organization will submit a written notice to the City stating the name of the employer and the amount of the Employer Payment that the Organization desires for the City to match, the City will pay to the Organization an amount equal to the Employer Payment described in the Organization's written notice (the "Contract Installment"), provided, however, that the City will not be required to pay any Contract Installment if the City is not satisfied with the Organization's performance under this Agreement or any default or breach of this Agreement by the Organization exists, as the City may determine in its sole discretion. The sum of all Contract Installments will not exceed the Contract Amount. The City will not pay a Contract Installment for any Employer Payment received by the Organization after September 30, 2019. 4. L)e.� jgn and brr lementation cj' Pi co r°arn ° g or•tiw. To the extent not set forth in Exhibit A, the Organization shall be solely responsible for the design and implementation of the Program, unless specifically directed otherwise by the City's Director of Neighborhood Engagement (the "Contract Administrator"). The Program and this Agreement must be performed and administered in accordance with all applicable federal, state, and local laws. During the Program Term, the Organization will submit quarterly reports on or near the dates of April 1, July 1, October 1, and December 31, 2019, setting forth detailed records showing the ERN specialist's time spent and services performed at the site of each employer after the employer has made an Employer Payment and begun participating in the Program. 5. Termination of A ueement. Effective immediately upon delivery of a written termination notice to the Organization, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. Further, if the City Controller makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City Controller that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the ERN specialist after the effective date of termination. In no case shall total payment made to the Organization exceed the original Contract Amount. 6 Rernedies n- Breach rah` (ontrac°t. Failure to complete the Program in accordance with this Agreement may be considered a material breach, and shall entitle the City to impose sanctions against the Organization including, but not limited to, suspension 2