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County of Orange <br />OC Community Resources <br />MA-012-25010267 <br />Regional Workforce Consulting Services <br />Page 22 of 54 <br /> <br /> <br />cc: OC Community Resources/Procurement Services <br />Attn: Chad Ward, County DPA <br />Address: 601 North Ross Street <br />Santa Ana, CA 92701 <br />Phone: (949) 585-6420 <br />Email: chad.ward@occr.ocgov.com <br /> <br />25. Precedence: <br />Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict <br />between or among Contract documents, the order of precedence shall be the provisions of the main body <br />of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the <br />exhibits and attachments. <br />26. Subcontracting: <br />No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by <br />Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any <br />attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior <br />express written consent of County shall be invalid and shall constitute a material breach of this Contract, <br />and any attempted assignment or delegation in derogation of this paragraph shall be void. <br />In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence <br />over the terms of the agreement between Subrecipient and subcontractor, and any agreement between <br />Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Subrecipient <br />shall remain responsible for the performance of this Contract and indemnification of County <br />notwithstanding the County’s consent to Subrecipient’s request for approval of a subcontractor. Under no <br />circumstances shall County be required to directly monitor the performance of any subcontractor. All work <br />performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County <br />of Orange pursuant to the terms of this Contract. <br />27. Termination – Orderly: <br />After receipt of a termination notice from County of Orange, Subrecipient may submit to County a <br />termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days <br />from the effective date of the termination, unless one or more extensions in writing are granted by County <br />upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services <br />performed prior to termination which meet the requirements of Contract, provided, however, that such <br />compensation combined with previously paid compensation shall not exceed the total compensation set <br />forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to <br />the other party all papers, materials, and other properties of the other held by each for purposes of <br />performance of Contract. <br />EXHIBIT 2