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work or furnished materials shall be used by the Subrecipient without the express written consent <br />of the County. <br />33.Precedence: The Contract documents consist of this Contract and its exhibits and attachments. <br />In the event of a conflict between or among the Contract documents, the order of precedence shall <br />be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals <br />and articles of this Contract, and then the exhibits and attachments. <br />34.Termination -Orderly: After receipt of a termination notice from the County of Orange, the <br />Subrecipient may submit to the County a termination claim, if applicable. Such claim shall be <br />submitted promptly, but in no event later than 60 days from the effective date of the termination, <br />unless one or more extensions in writing are granted by the County upon written request of the <br />Subrecipient. Upon termination County agrees to pay the Subrecipient for all services performed <br />prior to termination which meet the requirements of the Contract, provided, however, that such <br />compensation combined with previously paid compensation shall not exceed the total <br />compensation set forth in the Contract. Upon termination or other expiration of this Contract, <br />each party shall promptly return to the other party all papers, materials, and other properties of <br />the other held by each for purposes of performance of the Contract. <br />35.Default -Re-Procurement Costs: In case of Contract breach by Subrecipient, resulting in <br />termination by the County, the County may procure the goods and/or Services from other sources. <br />If the cost for those goods and/or services is higher than under the terms of the existing Contract, <br />Subrecipient will be responsible for paying the County the difference between the Contract cost <br />and the price paid, and the County may deduct this cost from any unpaid balance due to the <br />Subrecipient. The price paid by the County shall be the prevailing market price at the time such <br />purchase is made. This is in addition to any other remedies available under this Contract and <br />under law. <br />36.County Branding Requirements: <br />Publicity, Literature, Advertisement and Social Media <br />A.County owns all rights to the name, logos, and symbols of County. The use and/or <br />reproduction of County's name, logos, or symbols for any purpose, including commercial <br />advertisement, promotional purposes, announcements, displays, or press releases, without <br />County's prior written consent is expressly prohibited. <br />B.Subrecipient may develop and publish information related to this Contract where all of the <br />following conditions are satisfied: <br />County of Orange <br />I.Subrecipient's Project Manager must provide its written approval of the content and <br />publication of the information at least 5 days prior to Subrecipient publishing the <br />information, unless a different timeframe for approval is agreed upon by the Project <br />Manager; <br />2.Unless directed otherwise by the County's Project Manager, the information will <br />include a statement that the program, wholly or in part, is funded through County, <br />State and Federal government funds from the WIOA Program; <br />Page25 of43 OC Community Resources City of Santa Ana <br />Contract No.:MA-012-20011850 <br />EXHIBIT 2