ORANGE COUNTY CONSERVATION CORPS (10)

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B. In accordance with the Reporting and Invoicing requirements found in Exhibit A, Subcontractor shall submit quarterly invoices in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this CA4All Agreement and that the Subcontractor is in compliance with the terms and conditions is this CA4Al1 Agreement. The thirty (30) day period will discontinue if the reimbursement of request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation will cause the Contractor to withhold all or a portion of a request for reimbursement documentation has been received and approved by the Contractor. Subcontractor has until such the ability to adjust line item amounts in the budget with the approval of the Executive Director for the Community Development Agency for Contractor, so long as the total budget amount does not increase. D. Subcontractor agrees to use said funds pursuant to this CA4All Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said CMAI1 Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this CA4Al1 Agreement, result in readjustment of the amount of funds the Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or termination of this CA4Al1 Agreement. E. Contactor has the right to de -obligate the funds hereunder, and take such finding back from Subcontractor, due to any of the following reasons: (a) lack of performance by Subcontractor; (b) lack of fiscal accountability of Subcontractor; or (c) decrease in available funding. 4. STATE CMALL AGREEMENT Contractor entered into State Agreement Number JP1012 with the State of California receiving and recognizing $4,497,514.00 in CA4Al1 grant funds to be used by Contractor to address youth workforce development. A true and correct copy of the State CMAI1 Agreement is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been made aware of the State CA4Al1 Agreement and agrees to comply with all the conditions of the State CMAl1 Agreement and the applicable State requirements governing the use of CA4Al1 grant funds. 5. INDEPENDENT CONTRACTOR Subcontractor shall, during the entire term of this CA4A11 Agreement, be construed to be an independent contractor and not an employee of the -Contractor.-- This-C-MAl1-Agreement-is - not intended -nor- shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Contractor to exercise discretion or control over the 3