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County of Orange <br />OC Community Resources <br />MA-012-25010267 <br />Regional Workforce Consulting Services <br />Page 46 of 54 <br /> <br /> <br />accordance with the termination clause and at its sole discretion to deduct from the Contract price or <br />consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or <br />contingent fee from the Subrecipient. <br /> <br /> <br />34. Transitional Requirements <br />One-hundred and eighty (180) days prior to the expiration/cancellation of the term of the Contract, <br />Subrecipient shall provide the County with a plan for transitioning services provided under this Contract <br />to the County, or third party(ies) designated by the County, upon the termination or expiration of the <br />Contract for any reason (“Termination Transition Plan”). Subrecipient’s Termination Transition Plan shall <br />include all details necessary to guide Subrecipient, County, and other third-party vendors through the <br />process of migrating all functions and services previously performed by Subrecipient to the County or its <br />new designee(s) and shall include at least the following elements: <br />a. Meets County timeline requirements; <br />b. Details specific transition activities to be accomplished; <br />c. Assigns responsibility for owning the execution of each transition activity; <br />d. Assigns responsibility for all supporting roles for each transition activity; <br />e. Includes timelines detailing expected durations for each transition activity; <br />f. Is documented and available to all entities associated with providing services under the Contract; <br />g. Ensures appropriate subject matter experts are assigned to plan development; and <br />h. Identifies termination risks associated with transitioning the services. <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 /> <br />35. 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 <br />claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement <br />between the Parties; and (C) any costs previously invoiced by Subrecipient that (i) have been determined <br />by the County, or applicable California or federal authority, to be disallowed or ineligible under WIOA <br />and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law – Contract <br />EXHIBIT 2