SANTA ANA WATERSHED PROJECT AUTHORITY

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In the event of any inconsistency between this Contract and the Grant Agreement, except as otherwise specifically provided, the inconsistency shall be resolved by giving precedence to the Grant Agreement, The Sub -Grantee shall comply with all terms, provisions, conditions, and commitments of this Contract and the Grant Agreement. Such compliance shall include providing SAWPA with all deliverables, budget detail, reports and all other documents required by the Grant Agreement. On behalf of and for the benefit of SAWPA, Sub -Grantee shall comply with all of the obligations and requirements of the Grant Agreement as if the Sub -Grantee were the "Grantee" under the terms of the Grant Agreement. Such compliance shall be to the fullest extent necessary and as may be required by SAWPA in order to enable SAWPA to comply with the Grant Agreement as "Grantee." SECTION 4. SUB -GRANTEE ESTIMATED ELIGIBLE PROJECT COSTS: GRANT AMOUNT The estimated reasonable cost of the total project is one hundred thousand dollars ($100,000). To support project development, subject to all of the terms, provisions, and conditions of this Contract, and subject to the availability of the grant funds, SAWPA shall disburse such grant funds in a sum not to exceed one hundred thousand dollars ($100,000) for the Work defined in this Contract. To be reimbursed, activity costs must meet eligibility requirements described in the Grant Agreement, Section 7, page 2, and must be Work performed by Sub -Grantee after December 17, 2019, as per the approval of the SAWPA Commission. SECTION 5. DISBURSEMENT Grant funds will be disbursed in accordance with the disbursement provisions of the Grant Agreement. Retention is stipulated in Exhibit D of the Grant Agreement. SAWPA's actual grant disbursements to the Sub -Grantee under this Contract shall not exceed payments received from DWR. If actual costs exceed the estimated reasonable cost of the Work, SAWPA shall have no obligation to provide grant funds for such exceedance. SECTION 6. FISCAL MANAGEMENT SYSTEMS AND ACCOUNTING STANDARDS The Sub -Grantee agrees that, at a minimum, its fiscal control and accounting procedures shall be sufficient to permit tracking of grant funds to a level of expenditure adequate to establish that such funds have not been used in violation of State law or this Contract. The Sub -Grantee shall maintain accounts in accordance with generally accepted government accounting standards and the conditions outlined in Exhibit D of the Grant Agreement. SECTION 7. TERM The Term of this Contract shall be from December 17, 2019 to December 31, 2020, unless sooner terminated pursuant to the provisions of this Contract or the Grant Agreement. SECTION S. ASSIGNMENT Neither this Contract, nor any duties or obligations under this Contract shall be assigned by any Party without the prior written consent of the other Party. Should an assignment or transfer occur, whenever SAWPA or the Sub -Grantee are named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are Santa Ana Watershed Project Authority Page 3 of a