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incidents of fraud, abuse or other criminal activity in relation to this subgrant agreement, the WIOA, or its regulations.
<br /> 13. Entire Agreement This subgrant agreement contains the entire agreement of the parties and supersedes all
<br /> negotiations, verbal or otherwise and any other agreement between the parties hereto. This subgrant agreement is
<br /> not intended to and will not be construed to create the relationship of agent, servant, employee, partnership,joint
<br /> venture or association between the Pass-through Entity and the Subrecipient. Subrecipient represents and warrants
<br /> it is free to enter into and fully perform this subgrant agreement. 14. Unenforceable Position In the event that any
<br /> provision of this subgrant agreement is unenforceable or held to be unenforceable,then the parties agree that all
<br /> other provisions of this subgrant agreement have force and effect and shall not be affected hereby. 15.Accounting
<br /> and Cash Management a. Subrecipient will comply with controls, record keeping and fund accounting procedure
<br /> requirements of WIOA,federal and state regulations, and directives to ensure the proper disbursal of, and
<br /> accounting for, program funds paid to the Subrecipient and disbursed by the Subrecipient, under this subgrant
<br /> agreement. b. Subrecipient will submit requests for cash to coincide with immediate cash needs and assure that no
<br /> excess cash is on deposit in their accounts or the accounts of any sub-contracting service provider in accordance
<br /> with procedures established by the Pass-through Entity. Failure to adhere to these provisions may result in
<br /> suspending cash draw down privileges and providing funds through a reimbursement process. c. The Pass-through
<br /> Entity retains the authority to adjust specific amounts of cash requested if the Pass-through Entity's records and
<br /> subsequent verification with the Subrecipient indicate that the Subrecipient has an excessive amount of cash in its
<br /> account. d. Income (including interest income)generated as a result of the receipt of WIOA activities,will be utilized
<br /> in accordance with policy and procedures established by the Pass-through Entity. Subrecipient will account for any
<br /> such generated income separately. e. Subrecipient shall not be required to maintain a separate bank account but
<br /> shall separately account for WIOA funds on deposit.All funding under this subgrant agreement,will be made by
<br /> check or wire transfer payable to the Subrecipient for deposit in Subrecipient's bank account or city and county
<br /> governmental bank accounts. To provide for the necessary and proper internal controls,funds should be withdrawn
<br /> and disbursed by no less than two representatives of the Subrecipient.The Pass-through Entity will have a lien
<br /> upon any balance of WIOA funds in these accounts, which will take priority over all other liens or claims. 16.
<br /> Amendments This subgrant agreement may be unilaterally modified by the Pass-through Entity under the following
<br /> circumstances: a.There is an increase or decrease in federal or state funding levels. b.A modification to the
<br /> Subgrant is required in order to implement an adjustment to a Subrecipient's plan. c. Funds awarded to the
<br /> Subrecipient have not been expended in accordance with the schedule included in the approved Subrecipient's plan.
<br /> After consultation with the Subrecipient,the Pass-through Entity has determined that funds will not be spent in a
<br /> timely manner, and such funds are for that reason to the extent permitted by and in a manner consistent with state
<br /> and federal law, regulations and policies, reverting to the Pass-through Entity. d. There is a change in state and
<br /> federal law or regulation requiring a change in the provisions of this subgrant agreement. e.An amendment is
<br /> required to change the Subrecipient's name as listed on this subgrant agreement. Upon receipt of legal
<br /> documentation of the name change,the state will process the amendment. Payment of invoices presented with a
<br /> new name cannot be paid prior to approval of said amendment. Except as provided above,this subgrant agreement
<br /> may be amended only in writing by the mutual agreement of both parties. 17. Reporting Subrecipient will compile
<br /> and submit reports of activities, expenditures, status of cash, and closeout information by the specified dates as
<br /> prescribed by the Pass-through Entity.All expenditure reports must be submitted upon the accrual basis of
<br /> accounting. Failure to adhere to the reporting requirements of this agreement will result in funds not being released.
<br /> 18. Records a. If participants are served under this subgrant agreement, the Subrecipient will establish a participant
<br /> data system as prescribed by the Pass-through Entity. b. Subrecipient will retain all records pertinent to this subgrant
<br /> agreement for a period of three years from the date of final payment of this subgrant agreement. If, at the end of
<br /> three years, there is litigation or an audit involving those records, the Subrecipient will retain the records until the
<br /> resolution of such litigation or audit. Refer to OMB Guidance, Subpart D, Part 200.333-200.337. c. The Pass-through
<br /> Entity and/or the DOL, or their designee (refer to OMB Guidance, section 200,336)will have access to and right to
<br /> examine, monitor and audit all records, documents, conditions and activities related to programs funded by this
<br /> subgrant agreement. For purposes of this section, "access to" means that the Subrecipient shall at all times maintain
<br /> within the State of California a complete set of records and documents related to programs funded by this
<br /> agreement. The Subrecipient shall comply with this requirement regardless of whether it ceases to operate or
<br /> maintain a presence within the State of California before the expiration of the subgrant. Subrecipient's performance
<br /> under the terms and conditions herein specified will be subject to an evaluation by the Pass-through Entity of the
<br /> adequacy of the services performed,timeliness of response and a general impression of the competency of the firm
<br /> and its staff. 19. Subcontracting a. Any of the work or services specified in this subgrant agreement which will be
<br /> performed by other than by the Subrecipient will be evidenced by a written agreement specifying the terms and
<br /> conditions of such performance. b. The Subrecipient will maintain and adhere to an appropriate system, consistent
<br /> with federal, state and local law,for the award and monitoring of contracts which contain acceptable standards for
<br /> ensuring accountability. c. The system for awarding contracts will contain safeguards to ensure that the Subrecipient
<br /> does not contract with any entity whose officers have been convicted of fraud or misappropriation of funds within the
<br /> last two years. 20. Consultants Fees paid to a consultant, who provides services under a program, shall be limited to
<br /> $815 per day(representing an 8 hour work day).Any fees paid in excess of this amount cannot be paid without prior
<br /> approval from the Grant Officer. 21. Conflicts a. Subrecipient will cooperate in the resolution of any conflict with the
<br /> DOL that may occur from the activities funded under this agreement. b. In the event of a dispute between the Pass-
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