ORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2)

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Docusign Envelope ID:3E4F6EOC-EB27-4F7C-B2B2-4415B526D6C8 ADDITIONAL TERMS AND CONDITIONS 1. Scope of Contract: This Contract specifies contractual terms and conditions by which County will procure Regional Workforce Consulting Services Items from Subrecipient as further detailed in the Scope of Services, identified and incorporated herein by this reference as"Attachment A". 2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and continue through March 31, 2025,unless otherwise terminated by County. This Contract may not be renewed. 3. Adjustments—Scope of Services: No adjustments made to the Scope of Services will be authorized without prior written approval of County assigned Deputy Purchasing Agent. 4. Bills and Liens: Subrecipient shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Subrecipient shall not permit any lien or charge to attach to the work or the premises, but if any does so attach,Subrecipient shall promptly procure its release and,in accordance with the requirements of Article "Indemnification" above, indemnify, defend, and hold County harmless and be responsible for payment of all costs,damages, penalties and expenses related to or arising from or related thereto. 5. Breach of Contract: The failure of Subrecipient to comply with any of the provisions,covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may,and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a. Terminate Contract immediately,pursuant to the General Terms and Conditions section, "Termination" Article herein; b. Afford Subrecipient written notice of the breach and ten(10)calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c. Discontinue payment to the Contactor for and during the period in which Subrecipient is in breach; and d. Offset against any monies billed by Subrecipient but yet unpaid by County those monies disallowed pursuant to the above. 6. Civil Rights: Subrecipient attests that services provided shall be in accordance with Section 188 of the Workforce Innovation and Opportunity Act(WIOA), which prohibits discrimination against all individuals in the United States on the basis of either citizenship status or participation in any financially assisted program or activity;the provisions of Title VI and Title VII of the Civil Rights Act of 1964,as amended,which County of Orange MA-012-25010267 Page 15 of 54 OC Community Resources Regional Workforce Consulting Services