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Ph.714-834-6360 Email: Mayala@ocsheriff.gov 26. Precedence: Contract documents consist of this Contract and its exhibits and attachments, In the event of a conflict between or among Contract documents,the order of precedence shall be the provisions of the main body of this Contract,Le.,those provisions sat forth in the recitals and articles of this Contract,and then the exhibits and attachments, 27. Research and Publications: Contractor shall not utilize information and/or data received froze COUNTY, or arising out of, or developed, as a result of this Contract for the purpose of personal research,or for publication. 28. Reports/Meetings:The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County's project manager and the Contractor's project manager will meet on reasonable notice to discuss the Contractor's performance and progress under this Contract. If requested, the Contractor's project manager and other project personnel shall attend all meetings, The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 29. Sub-Contracting: No performance of this Contract or any portion thereof may be subcontracted by the Contractor without the express written consent of the County. Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract. In the event that the Contractor is authorized by the County to subcontract,this Contract shall take precedence over the terms of the Contract between Contractor and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Contractor for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange. 30. Substitutions: The Contractor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior County written approval. 31. State Funds—Audits: When and if state funds are used in whole or part to pay for the goods and/or services under this Contract,the Contractor agrees to allow the Contractor's financial records to be audited by auditors from the State of California,the County of Orange,or a private auditing firm hired by the State or the County. The State or County shall provide reasonable notice of such audit. 32. Waivers - Contract: The failure of the County in any one or more instances to insist upon strict performance of any of the terms of this Contract or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion, 33. Termination--Orderly: Amer receipt of a termination notice from County of Orange, Contractor may submit to County atermination 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 Contractor. Upon termination County agrees to pay Contractor 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.Contractor understands the sensitively and importance of the services provided herein,and agrees to the orderly transition to a new vendor so that there is no disruption in service. Coutuyof0range Mlf-060--25010178 F11eNo,2424402 k Sher{-Coroner/hrrchasrng Servlces Bureau Pub!!c Mass Not{ftcatlnn Systerii Page 19 of 57 f i i I I