ORANGE, COUNTY OF (OC COMMUNITY RESOURCES)

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Docusign Envelope ID:47944A80-A4B5-4D6E-A49F-009539A7EDB3 25. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void. In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Subrecipient and subcontractor, and any agreement between Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Contractor shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County's consent to Subrecipient's request for approval of a subcontractor. Under no circumstances shall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County of Orange pursuant to the terms of this Contract. 26. Termination—Orderly: After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim,if applicable. Such claim shall be submitted promptly,but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract.Upon termination or other expiration of this Contract,each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract. 27. Usage: No guarantee is given by County to Subrecipient regarding usage of this Contract. Usage figures, if provided, are approximations. Subrecipient agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract,regardless of quantity requested. 28. Usage Reports: Subrecipient shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term,if applicable. 29. Project Manager, County: The County shall appoint a Project Manager to act as liaison between the County and the Subrecipient during the term of this Contract.The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Subrecipient. County of Orange MA-012-25010265 Page 22 of 54 OC Community Resources Regional Workforce Training Services