Item 23 - Agreements with the County of Orange to Strengthen Regional Workforce Development

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EXHIBIT 2 will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Subrecipient's profit will not be allowed. 4. Firm Discount and Pricing Structure: Subrecipient guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Subrecipient agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract. 5. Subrecipient's Expense: Subrecipient will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. 6. Payment Terms — Payment in Arrears: Invoices are to be submitted in arrears to the user agency/department to the ship -to address, unless otherwise directed in this Contract. Subrecipient shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Subrecipient. Billing shall cover services not previously invoiced. The Subrecipient shall reimburse the County of Orange for any monies paid to the Subrecipient for services not provided or when services do not meet the Contract requirements and/or are not eligible for reimbursement or allowable costs under WIOA and all applicable laws, regulations, and requirements set forth in Article "Compliance with Law — Contract" of this Contract. No payments will be made if any preceding months' data, reports, or invoices are outstanding, unless otherwise approved by the Administrator. No payments will be made for costs incurred by Subrecipient which are not "allowable costs" applicable to Subrecipient under 2 CFR Part 200. Whenever Subrecipient is not in compliance with any provision of this Contract, County's Project Manager, may withhold payment or a portion thereof until such time Subrecipient comes into compliance. County shall promptly review invoices submitted by Subrecipient and, within thirty (30) days after receiving each invoice, County shall either: (a) approve such invoice in its entirety; or (b) notify Subrecipient, in writing, of those portion(s) of such invoice that are denied, together with the reasons stated therefore (i.e. disallowed cost, lack of documentation, etc.). County's Project Manager, also reserves the right to refuse and withhold payment to Subrecipient for later disallowed costs; or for any expenditure determined by County's Project Manager, not to be in compliance with this Contract, or unrelated to activities for which this Contract provides, or inappropriate to such activities; or for which there is inadequate supporting documentation presented; or for which prior approval was required but was either not requested or not granted. Payment to Subrecipient may be refused until County receives reimbursement from Subrecipient for any Subrecipient outstanding disallowed costs. County of Orange MA-012-25010267 Page 50 of 52 OC Community Resources Regional Workforce Consulting Services