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

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EXHIBIT 1 31. Contingent Fees The Subrecipient warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of the Subrecipient or bona fide established commercial or selling agencies maintained by the Subrecipient for the purpose of securing business. For breach or violation of this warranty, the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the Subrecipient. 32. Transitional Requirements, One -hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies) designated by the County, upon the termination or expiration of the Contract for any reason ("Termination Transition Plan"). Subrecipient's Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third -party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s) and shall include at least the following elements: a. Meets County timeline requirements; b. Details specific transition activities to be accomplished; c. Assigns responsibility for owning the execution of each transition activity; d. Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f. Is documented and available to all entities associated with providing services under the Contract; g. Ensures appropriate subject matter experts are assigned to plan development; and h. Identifies termination risks associated with transitioning the services. The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner. The Parties acknowledge and agree that County's operations are dependent on the services provided under this Contract and County's inability to receive such services may result in irreparable damages to County. The provisions of this clause shall survive the expiration or termination of this Contract. County of Orange MA-012-25010265 Page 44 of 54 OC Community Resources Regional Workforce Training Services