Laserfiche WebLink
County of Orange <br />OC Community Resources <br />MA-012-25010265 <br />Regional Workforce Training Services <br />Page 45 of 54 <br /> <br /> <br /> <br />The County shall have the right to approve and request modifications to the Termination Transition Plan, <br />and Subrecipient shall make all such modifications in a timely manner. <br /> <br />The Parties acknowledge and agree that County’s operations are dependent on the services provided <br />under this Contract and County’s inability to receive such services may result in irreparable damages to <br />County. <br /> <br />The provisions of this clause shall survive the expiration or termination of this Contract. <br /> <br />33. Set-Off <br />In addition to, and cumulative of, all other remedies at law, in equity or provided under this Contract, <br />County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the <br />provisions of this Contract: (A) any and all amounts claimed by County in good faith to be owed by <br />Subrecipient to County pursuant to any of the provisions of this Contract; (B) any and all amounts claimed <br />by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the <br />Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined by the County, <br />or applicable California or federal authority, to be disallowed or ineligible under WIOA and/or all <br />applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract Paragraph <br />of this Contract, and (ii) have not been reimbursed to the County after sixty-days’ notice that such cost is <br />disallowed or ineligible under WIOA. Within forty-five (45) calendar days after any such set-off by County, <br />County shall provide Subrecipient with a written accounting of such set-off and a written statement of the <br />reasons therefore. <br /> <br />34. No Termination or Suspension of Services (Continued Performance) <br />Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the <br />Parties or Subrecipient alleges the County’s breach of contract, and regardless of whether the Parties <br />require at any time the use of any dispute resolution procedures in the Disputes – Contract Paragraph or <br />otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor <br />for any reason shall Subrecipient, during the term of the Contract, suspend or otherwise interrupt the <br />provision of services to the County or under this Contract, interrupt any obligations of or related to a <br />Termination Transition Plan, disable any assets used to provide services, or perform any other action that <br />prevents, impedes, or reduces in any way the provision of services or the County’s ability to conduct its <br />activities, unless: (A) authority to do so is granted by the County’s Contract Administrator (or his or her <br />designee) in writing or conferred by a court of competent jurisdiction; or, (B) the term of this Contract has <br />expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed <br />all services required to complete the Termination Transition Plan to the satisfaction of the County, and the <br />Contract Administrator has provided written notice thereof. <br /> <br />EXHIBIT 1