Common use of Termination – Convenience of the County Clause in Contracts

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void. 28.1 Stop work as specified in the notice of termination; 28.2 Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28; 28.5 As directed by the assigned buyer transfer title and deliver to the COUNTY (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTY; 28.6 Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTOR’s termination efforts, the CONTRACTOR may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR within the ninety-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY Except as expressly provided for in this Agreement, County shall not terminate this Agreement without cause prior to Final Approval of Phase 1. Following Final Approval of Phase 1, the Board may terminate performance of work under this CONTRACT DDA for its convenience in whole, or, from time to time, in part if the user agency/department Board determines that a termination is in the COUNTYCounty’s interest. The agency/department assigned buyer Project Lead shall terminate the CONTRACT DDA by delivering to the CONTRACTOR Developer a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree thatAfter receipt of a notice of termination and, except as directed by the Project Lead, the Developer shall immediately proceed with the following obligations, as to the terminated portion applicable, regardless of the CONTRACT, the CONTRACT shall be deemed to remain any delay in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.determining or adjusting any amounts due under this clause. The Developer shall: 28.1 1. Stop work as specified in the notice of termination; 28.2 2. Place no further subcontracts subcontractors or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTDDA; 28.3 3. Terminate all orders and subcontracts subcontractors to the extent they relate to the work terminated; 28.4 4. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontractssubcontractors, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 5. As directed by the assigned buyer Project Lead transfer title and deliver to the COUNTY County electronic and hard copies of (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminatedProject, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT DDA had been completed, would be required to be furnished to the COUNTYCounty; 28.6 6. Complete performance of the work not terminated; and 28.7 7. Take any action that may be necessary or as the COUNTY Project Lead may direct for the protection and preservation of the property Property related to this CONTRACT DDA that is in the possession of the CONTRACTOR Developer and in which the COUNTY County has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT DDA adjustment or termination settlement to the maximum practical extent. At Unless expressly provided for in this Agreement, Developer shall not be entitled to anticipatory or unearned profits, consequential damages or any other damages of any sort as a result of a termination in whole or in part under this provision. Developer shall insert in all Consultant or subcontractor agreements that the completion Consultants or subcontractors shall stop work on the date of and if applicable the CONTRACTOR’s termination effortsportion of work to be terminated in a notice of termination, and shall require Consultant or subcontractors to insert the CONTRACTOR may submit same condition in any lower tier subcontracts. Notwithstanding anything to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR shall submit the proposal promptlycontrary herein, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR within the ninety-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of lossapplicable, the COUNTY Developer shall exclude from the amounts payable be entitled to the CONTRACTOR the fair value, as determined by the agency/department, applicable remedies expressly provided for in Section 10 of property that is destroyed, lost, stolenthis Agreement, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices any notices provided for in determining all costs claimed, agreed to, or determined under this Paragraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documentsSection 10.5 above.

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s ’S interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the CONTRACTOR shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The CONTRACTOR shall: 28.1 1. Stop work as specified in the notice of termination; 28.2 2. Place no further subcontracts or orders for materials, ; services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 3. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 4. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 5. As directed by the assigned buyer transfer title and deliver to the COUNTY County (a) fabricated or unfabricated un-fabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTYCCOUNTY; 28.6 6. Complete performance of the work not terminated; and 28.7 7. Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTOR’s ’S termination efforts, the CONTRACTOR CONRACTOR may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR contractor shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTYCounty. The CONTRACTOR contractor shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR contractor within the ninety90-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR contractor and the COUNTY County may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT contract price of work not terminated. The CONTRACT contract shall be amended and the CONTRACTOR contractor paid the agreed amount. If the CONTRACTOR contractor and the COUNTY County fail to agree on the whole amount to be paid because of the termination of work, the COUNTY County shall pay the CONTRACTOR contractor the amounts determined by the COUNTY County as follows, but without duplication of any amounts agreed on as set forth above: 28.8 1. The CONTRACT contract price for completed supplies or services accepted by the COUNTY County (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 2. Except for normal spoiling and except to the extent that the COUNTY County expressly assumes the risk of loss, the COUNTY County shall exclude from the amounts payable to the CONTRACTOR contractor the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTYCounty. The CONTRACTOR contractor shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28clause. Such costs shall be allocable to the terminated CONTRACT contract or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR contractor shall have the right to appeal, under the COUNTYCounty’s protest procedure, any determination made by the COUNTYCounty, except that if the CONTRACTOR contractor failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR contractor under this Paragraph 28clause, there shall be deducted: 28.10 1. All payment to the SUBRECIPIENT contractor under the terminated portion of this CONTRACTcontract; 28.11 2. Any claim which the COUNTY County has against the CONTRACTOR contractor under this or any other CONTRACTcontract; and 28.12 3. The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR contractor or sold under the provisions of this Paragraph 28 clause and not recovered by or credited to the COUNTYCounty. If the termination is partial, the CONTRACTOR contractor may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACTcontract. The agency/agency/ department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR contractor for an equitable adjustment under this Paragraph 28 clause shall be requested within thirty (30) 30 days from the effective date of termination unless extended in writing by the agency/department. The COUNTY County may: 28.13 1. Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR contractor for their terminated portion of the CONTRACTcontract, if the COUNTY County believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 2. If the total payments exceed the amount finally determined to be due, the CONTRACTOR contractor shall repay the excess to the COUNTY County upon demand. In determining the amount payable to the CONTRACTOR contractor and notwithstanding any other provision, if it appears that the CONTRACTOR contractor would have sustained a loss on the entire CONTRACT contract had it been completed, the COUNTY County shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT contract or by statute, the CONTRACTOR contractor shall maintain all records and documents relating to the terminated portion of this CONTRACT contract for five (5) three years after final settlement. This includes all books and other evidence bearing on the CONTRACTORcontractor’s costs and expenses under this CONTRACTcontract. The CONTRACTOR contractor shall make these records and documents available to the COUNTYCounty, at the CONTRACTORcontractor’s office, at all reasonable times, without any direct charge. If approved by the COUNTYCounty, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR SUBRECIPIENT a written notice of termination specifying the extent of the termination and the effective date thereof. The parties PARTIES agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the SUBRECIPIENT shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this Paragraph 23. The SUBRECIPIENT shall: 28.1 A. Stop work as specified in the notice of termination; 28.2 B. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 C. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle X. Xxxxxx all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 2823; 28.5 E. As directed by the assigned buyer transfer title and deliver to the COUNTY (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTY; 28.6 F. Complete performance of the work not terminated; and 28.7 G. Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR SUBRECIPIENT and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTORSUBRECIPIENT’s termination efforts, the CONTRACTOR SUBRECIPIENT may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR SUBRECIPIENT shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR SUBRECIPIENT shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR SUBRECIPIENT within the ninety-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR SUBRECIPIENT and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR SUBRECIPIENT paid the agreed amount. If the CONTRACTOR SUBRECIPIENT and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR SUBRECIPIENT the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 H. The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 I. Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR SUBRECIPIENT the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR SUBRECIPIENT shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 2823. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR SUBRECIPIENT shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR SUBRECIPIENT failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR SUBRECIPIENT under this Paragraph 2823, there shall be deducted: 28.10 J. All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 K. Any claim which the COUNTY has against the CONTRACTOR SUBRECIPIENT under this or any other CONTRACT; and 28.12 L. The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR SUBRECIPIENT or sold under the provisions of this Paragraph 28 23 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR SUBRECIPIENT may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR SUBRECIPIENT for an equitable adjustment under this Paragraph 28 23 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 M. Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR SUBRECIPIENT for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 N. If the total payments exceed the amount finally determined to be due, the CONTRACTOR SUBRECIPIENT shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR SUBRECIPIENT and notwithstanding any other provision, if it appears that the CONTRACTOR SUBRECIPIENT would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR SUBRECIPIENT shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTORSUBRECIPIENT’s costs and expenses under this CONTRACT. The CONTRACTOR SUBRECIPIENT shall make these records and documents available to the COUNTY, at the CONTRACTORSUBRECIPIENT’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY County may terminate performance of work under this CONTRACT Contract for its convenience in whole, or, from time to time, in part if the user agencyoffice/department determines that a termination is in the COUNTYCounty’s interest. The agencyoffice/department assigned buyer shall terminate the CONTRACT Contract by delivering to the CONTRACTOR Contractor a written notice of termination specifying the extent of the termination and the effective date thereof. The parties Parties agree that, as to the terminated portion of the CONTRACTContract, the CONTRACT Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT Contract shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: 28.1 1. Stop work as specified in the notice of termination; 28.2 2. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTContract; 28.3 3. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 4. Settle all outstanding liabilities and termination settlement proposals Proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 5. As directed by the assigned buyer transfer title and deliver to the COUNTY County (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT Contract had been completed, would be required to be furnished to the COUNTYCounty; 28.6 6. Complete performance of the work not terminated; and 28.7 7. Take any action that may be necessary or as the COUNTY County may direct for the protection and preservation of the property related to this CONTRACT Contract that is in the possession of the CONTRACTOR Contractor and in which the COUNTY County has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT Contract adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTORContractor’s termination efforts, the CONTRACTOR Contractor may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR Contractor shall submit a final termination settlement proposal Proposal to the user agencyoffice/department in a format acceptable to the COUNTYCounty. The CONTRACTOR Contractor shall submit the proposal Proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR Contractor within the ninety60-day (90-day) period. However, if the agencyoffice/department determines that the facts justify it, a termination settlement proposal Proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR Contractor and the COUNTY County may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals Proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT Contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT Contract price of work not terminated. The CONTRACT Contract shall be amended and the CONTRACTOR Contractor paid the agreed amount. If the CONTRACTOR Contractor and the COUNTY County fail to agree on the whole amount to be paid because of the termination of work, the COUNTY County shall pay the CONTRACTOR Contractor the amounts determined by the COUNTY County as follows, but without duplication of any amounts agreed on as set forth above: 28.8 1. The CONTRACT Contract price for completed supplies or services accepted by the COUNTY County (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 2. Except for normal spoiling and except to the extent that the COUNTY County expressly assumes the risk of loss, the COUNTY County shall exclude from the amounts payable to the CONTRACTOR Contractor the fair value, as determined by the agencyoffice/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTYCounty. The CONTRACTOR Contractor shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28clause. Such costs shall be allocable to the terminated CONTRACT Contract or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR Contractor shall have the right to appeal, under the COUNTYCounty’s protest procedure, any determination made by the COUNTYCounty, except that if the CONTRACTOR Contractor failed to submit the termination settlement proposal Proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR Contractor under this Paragraph 28clause, there shall be deducted: 28.10 1. All payment to the SUBRECIPIENT Contractor under the terminated portion of this CONTRACTContract; 28.11 2. Any claim which the COUNTY County has against the CONTRACTOR Contractor under this or any other CONTRACTContract; and 28.12 3. The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR Contractor or sold under the provisions of this Paragraph 28 clause and not recovered by or credited to the COUNTYCounty. If the termination is partial, the CONTRACTOR Contractor may file a proposal Proposal with the agencyoffice/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACTContract. The agencyoffice/department shall make any equitable adjustment agreed upon. Any proposal Proposal by the CONTRACTOR Contractor for an equitable adjustment under this Paragraph 28 clause shall be requested within thirty (30) 30 days from the effective date of termination unless extended in writing by agencythe office/department. The COUNTY County may: 28.13 1. Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR Contractor for their terminated portion of the CONTRACTContract, if the COUNTY County believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 2. If the total payments exceed the amount finally determined to be due, the CONTRACTOR Contractor shall repay the excess to the COUNTY County upon demand. In determining the amount payable to the CONTRACTOR Contractor and notwithstanding any other provision, if it appears that the CONTRACTOR Contractor would have sustained a loss on the entire CONTRACT Contract had it been completed, the COUNTY County shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT Contract or by statute, the CONTRACTOR Contractor shall maintain all records and documents relating to the terminated portion of this CONTRACT Contract for five (5) three years after final settlement. This includes all books and other evidence bearing on the CONTRACTORContractor’s costs and expenses under this CONTRACTContract. The CONTRACTOR Contractor shall make these records and documents available to the COUNTYCounty, at the CONTRACTORContractor’s office, at all reasonable times, without any direct charge. If approved by the COUNTYCounty, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY County and District may terminate performance of work under this CONTRACT Contract for its convenience in whole, or, from time to time, in DocuSign Envelope ID: 87EA04D8-EE53-4065-A44E-53353EB3D3EC part if the user agency/department County’s Project Manager determines that a termination is in the COUNTYCounty and/or District’s best interest. The agency/department assigned buyer County’s Project Manager shall terminate the CONTRACT Contract by delivering to the CONTRACTOR Contractor a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACTContract, the CONTRACT Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT Contract shall not be void.. After receipt of a notice of termination and, except as directed by the County’s Project Manager, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. Contractor shall: 28.1 a. Stop work as specified in the notice of termination, if Contract is terminated; 28.2 b. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTContract; 28.3 c. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle x. Xxxxxx all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 e. As directed by the assigned buyer County’s Project Manager transfer title and deliver to the COUNTY County and/or District (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT Contract had been completed, would be required to be furnished to the COUNTYCounty and District; 28.6 f. Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTORContractor’s termination efforts, the CONTRACTOR Contractor may submit to the assigned buyer County’s Project Manager a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR Contractor shall submit a final termination settlement proposal to the user agency/department County’s Project Manager in a format acceptable to the COUNTYCounty and District. The CONTRACTOR Contractor shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY and/or District upon written request of the CONTRACTOR contractor within the ninety90-day (90-day) period. However, if the agency/department County’s Project Manager determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR Contractor, County, and the COUNTY District may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory, if any. However, the agreed amount may not exceed the total CONTRACT Contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the CONTRACTOR shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clauseParagraph 28. The CONTRACTOR shall: 28.1 Stop work as specified in the notice of termination; 28.2 Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph clauseParagraph 28; 28.5 As directed by the assigned buyer transfer title and deliver to the COUNTY COUNTY (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTY; 28.6 Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTOR’s termination efforts, the CONTRACTOR may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR within the ninety-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph clauseParagraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph clauseParagraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void. 28.1 Stop work as specified in the notice of termination; 28.2 Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28; 28.5 As directed by the assigned buyer transfer title and deliver to the COUNTY (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTY; 28.6 Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTOR’s termination efforts, the CONTRACTOR may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 02-01-0 Xxxxxx Xxxxxx 1 Orange County OC Community Resources Contract #0000-00-0000 the COUNTY upon written request of the CONTRACTOR within the ninety-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued County of Orange Page 14 of 26 2-1-1 Orange County OC Community Resources Contract #0000-00-0000 portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY County may terminate performance of work under this CONTRACT Contract for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTYCounty’s interest. The agency/department assigned buyer shall terminate the CONTRACT Contract by delivering to the CONTRACTOR Contractor a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACTContract, the CONTRACT Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT Contract shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: 28.1 1. Stop work as specified in the notice of termination; 28.2 2. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTContract; 28.3 3. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 4. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 5. As directed by the assigned buyer transfer title and deliver to the COUNTY County (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT Contract had been completed, would be required to be furnished to the COUNTYCounty; 28.6 6. Complete performance of the work not terminated; and 28.7 7. Take any action that may be necessary or as the COUNTY County may direct for the protection and preservation of the property related to this CONTRACT Contract that is in the possession of the CONTRACTOR Contractor and in which the COUNTY County has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT Contract adjustment or termination settlement to the maximum practical extent. 8. At the completion of the CONTRACTORContractor’s termination efforts, the CONTRACTOR Contractor may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR Contractor shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTYCounty. The CONTRACTOR Contractor shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR Contractor within the ninety90-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR Contractor and the COUNTY County may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT Contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT Contract price of work not terminated. The CONTRACT Contract shall be amended and the CONTRACTOR Contractor paid the agreed amount. If the CONTRACTOR Contractor and the COUNTY County fail to agree on the whole amount to be paid because of the termination of work, the COUNTY County shall pay the CONTRACTOR Contractor the amounts determined by the COUNTY County as follows, but without duplication of any amounts agreed on as set forth above: 28.8 1. The CONTRACT Contract price for completed supplies or services accepted by the COUNTY County (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 2. Except for normal spoiling and except to the extent that the COUNTY County expressly assumes the risk of loss, the COUNTY County shall exclude from the amounts payable to the CONTRACTOR Contractor the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTYCounty. The CONTRACTOR Contractor shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28clause. Such costs shall be allocable to the terminated CONTRACT Contract or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR Contractor shall have the right to appeal, under the COUNTYCounty’s protest procedure, any determination made by the COUNTYCounty, except that if the CONTRACTOR Contractor failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR Contractor under this Paragraph 28clause, there shall be deducted: 28.10 : 1. All payment to the SUBRECIPIENT Contractor under the terminated portion of this CONTRACTContract; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY County may terminate performance of work under this CONTRACT Contract for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTYCounty’s interest. The agency/department assigned buyer shall terminate the CONTRACT Contract by delivering to the CONTRACTOR Contractor a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACTContract, the CONTRACT Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT Contract shall not be void.. After receipt of a notice of termination and, except as directed by the assigned buyer, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: 28.1 1. Stop work as specified in the notice of termination; 28.2 2. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTContract; 28.3 3. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 4. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 5. As directed by the assigned buyer transfer title and deliver to the COUNTY County (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT Contract had been completed, would be required to be furnished to the COUNTYCounty; 28.6 6. Complete performance of the work not terminated; and 28.7 7. Take any action that may be necessary or as the COUNTY County may direct for the protection and preservation of the property related to this CONTRACT Contract that is in the possession of the CONTRACTOR Contractor and in which the COUNTY County has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT Contract adjustment or termination settlement to the maximum practical extent. 8. At the completion of the CONTRACTORContractor’s termination efforts, the CONTRACTOR Contractor may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR Contractor shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTYCounty. The CONTRACTOR Contractor shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR Contractor within the ninety90-day (90-day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR Contractor and the COUNTY County may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT Contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT Contract price of work not terminated. The CONTRACT Contract shall be amended and the CONTRACTOR Contractor paid the agreed amount. If the CONTRACTOR Contractor and the COUNTY County fail to agree on the whole amount to be paid because of the termination of work, the COUNTY County shall pay the CONTRACTOR Contractor the amounts determined by the COUNTY County as follows, but without duplication of any amounts agreed on as set forth above: 28.8 1. The CONTRACT Contract price for completed supplies or services accepted by the COUNTY County (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 2. Except for normal spoiling and except to the extent that the COUNTY County expressly assumes the risk of loss, the COUNTY County shall exclude from the amounts payable to the CONTRACTOR Contractor the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTYCounty. The CONTRACTOR Contractor shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28clause. Such costs shall be allocable to the terminated CONTRACT Contract or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR Contractor shall have the right to appeal, under the COUNTYCounty’s protest procedure, any determination made by the COUNTYCounty, except that if the CONTRACTOR Contractor failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR Contractor under this Paragraph 28clause, there shall be deducted: 28.10 1. All payment to the SUBRECIPIENT Contractor under the terminated portion of this CONTRACTContract; 28.11 2. Any claim which the COUNTY County has against the CONTRACTOR Contractor under this or any other CONTRACTContract; and 28.12 3. The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR Contractor or sold under the provisions of this Paragraph 28 clause and not recovered by or credited to the COUNTYCounty. If the termination is partial, the CONTRACTOR Contractor may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACTContract. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR Contractor for an equitable adjustment under this Paragraph 28 clause shall be requested within thirty (30) 30 days from the effective date of termination unless extended in writing by the agency/department. The COUNTY County may: 28.13 1. Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR Contractor for their terminated portion of the CONTRACTContract, if the COUNTY County believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 2. If the total payments exceed the amount finally determined to be due, the CONTRACTOR Contractor shall repay the excess to the COUNTY County upon demand. In determining the amount payable to the CONTRACTOR Contractor and notwithstanding any other provision, if it appears that the CONTRACTOR Contractor would have sustained a loss on the entire CONTRACT Contract had it been completed, the COUNTY County shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT Contract or by statute, the CONTRACTOR Contractor shall maintain all records and documents relating to the terminated portion of this CONTRACT Contract for five (5) three years after final settlement. This includes all books and other evidence bearing on the CONTRACTORContractor’s costs and expenses under this CONTRACTContract. The CONTRACTOR Contractor shall make these records and documents available to the COUNTYCounty, at the CONTRACTORContractor’s office, at all reasonable times, without any direct charge. If approved by the COUNTYCounty, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY County and District may terminate performance of work under this CONTRACT Contract for its convenience in whole, or, from time to time, in DocuSign Envelope ID: B1B4301D-C372-4252-838A-DDE4D60DE7CD part if the user agency/department County’s Project Manager determines that a termination is in the COUNTYCounty and/or District’s best interest. The agency/department assigned buyer County’s Project Manager shall terminate the CONTRACT Contract by delivering to the CONTRACTOR Contractor a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACTContract, the CONTRACT Contract shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT Contract shall not be void.. After receipt of a notice of termination and, except as directed by the County’s Project Manager, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. Contractor shall: 28.1 a. Stop work as specified in the notice of termination, if Contract is terminated; 28.2 b. Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACTContract; 28.3 c. Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle x. Xxxxxx all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 e. As directed by the assigned buyer County’s Project Manager transfer title and deliver to the COUNTY County and/or District (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT Contract had been completed, would be required to be furnished to the COUNTYCounty and District; 28.6 f. Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTORContractor’s termination efforts, the CONTRACTOR Contractor may submit to the assigned buyer County’s Project Manager a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR Contractor shall submit a final termination settlement proposal to the user agency/department County’s Project Manager in a format acceptable to the COUNTYCounty and District. The CONTRACTOR Contractor shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY and/or District upon written request of the CONTRACTOR contractor within the ninety90-day (90-day) period. However, if the agency/department County’s Project Manager determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR Contractor, County, and the COUNTY District may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory, if any. However, the agreed amount may not exceed the total CONTRACT Contract price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR paid the agreed amount. If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR under this Paragraph 28, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR or sold under the provisions of this Paragraph 28 and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this Paragraph 28 shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR and notwithstanding any other provision, if it appears that the CONTRACTOR would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR’s costs and expenses under this CONTRACT. The CONTRACTOR shall make these records and documents available to the COUNTY, at the CONTRACTOR’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.

Termination – Convenience of the County. The COUNTY may terminate performance of work under this CONTRACT for its convenience in whole, or, from time to time, in part if the user agency/department determines that a termination is in the COUNTY’s interest. The agency/department assigned buyer shall terminate the CONTRACT by delivering to the CONTRACTOR SUBRECIPIENT a written notice of termination specifying the extent of the termination and the effective date thereof. The parties PARTIES agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void. 28.1 Stop work as specified in the notice of termination; 28.2 Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; 28.3 Terminate all orders and subcontracts to the extent they relate to the work terminated; 28.4 Settle all outstanding liabilities and termination settlement proposals arising from the termination of any subcontracts, the approval or ratification of which will be final for purposes of this Paragraph 28clause; 28.5 As directed by the assigned buyer transfer title and deliver to the COUNTY (a) fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and (b) completed or partially completed plans, drawings, information, and other property that, if the CONTRACT had been completed, would be required to be furnished to the COUNTY; 28.6 Complete performance of the work not terminated; and 28.7 Take any action that may be necessary or as the COUNTY may direct for the protection and preservation of the property related to this CONTRACT that is in the possession of the CONTRACTOR SUBRECIPIENT and in which the COUNTY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of the CONTRACTORSUBRECIPIENT’s termination efforts, the CONTRACTOR SUBRECIPIENT may submit to the assigned buyer a list indicating quantity and quality of termination inventory not previously disposed of and request instructions for disposition of the residual termination inventory. After termination the CONTRACTOR SUBRECIPIENT shall submit a final termination settlement proposal to the user agency/department in a format acceptable to the COUNTY. The CONTRACTOR SUBRECIPIENT shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by County of Orange Page 13 of 26 0-0-0 Xxxxxx Xxxxxx the COUNTY upon written request of the CONTRACTOR SUBRECIPIENT within the ninety-day (90-90- day) period. However, if the agency/department determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. The CONTRACTOR SUBRECIPIENT and the COUNTY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on work done, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by by (a) the amount of payment previously made and (b) the CONTRACT price of work not terminated. The CONTRACT shall be amended and the CONTRACTOR SUBRECIPIENT paid the agreed amount. If the CONTRACTOR SUBRECIPIENT and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR SUBRECIPIENT the amounts determined by the COUNTY as follows, but without duplication of any amounts agreed on as set forth above: 28.8 The CONTRACT price for completed supplies or services accepted by the COUNTY (or sold or acquired) not previously paid for, adjusted for any savings of freight and other charges; and 28.9 Except for normal spoiling and except to the extent that the COUNTY expressly assumes the risk of loss, the COUNTY shall exclude from the amounts payable to the CONTRACTOR SUBRECIPIENT the fair value, as determined by the agency/department, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the COUNTY. The CONTRACTOR SUBRECIPIENT shall use generally accepted accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this Paragraph 28clause. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. The CONTRACTOR SUBRECIPIENT shall have the right to appeal, under the COUNTY’s protest procedure, any determination made by the COUNTY, except that if the CONTRACTOR SUBRECIPIENT failed to submit the termination settlement proposal within the time provided and failed to request a time extension, there is no right of appeal. In arriving at the amount due the CONTRACTOR SUBRECIPIENT under this Paragraph 28clause, there shall be deducted: 28.10 All payment to the SUBRECIPIENT under the terminated portion of this CONTRACT; 28.11 Any claim which the COUNTY has against the CONTRACTOR SUBRECIPIENT under this or any other CONTRACT; and 28.12 The agreed price for or proceeds of sale of materials, supplies, or other things acquired by the CONTRACTOR SUBRECIPIENT or sold under the provisions of this Paragraph 28 clause and not recovered by or credited to the COUNTY. If the termination is partial, the CONTRACTOR SUBRECIPIENT may file a proposal with the agency/department for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. The agency/department shall make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR SUBRECIPIENT for an equitable adjustment under this Paragraph 28 clause shall be requested within thirty (30) days from the effective date of termination unless extended in writing by agency/department. The COUNTY may: 28.13 Under the terms and conditions it prescribes, make partial payment and payments against costs incurred by the CONTRACTOR SUBRECIPIENT for their terminated portion of the CONTRACT, if the COUNTY believes that the total of these payments will not exceed the amount to which the contactor will be entitled; and 28.14 If the total payments exceed the amount finally determined to be due, the CONTRACTOR SUBRECIPIENT shall repay the excess to the COUNTY upon demand. In determining the amount payable to the CONTRACTOR SUBRECIPIENT and notwithstanding any other provision, if it appears that the CONTRACTOR SUBRECIPIENT would have sustained a loss on the entire CONTRACT had it been completed, the COUNTY shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss. Unless otherwise provided in this CONTRACT or by statute, the CONTRACTOR SUBRECIPIENT shall maintain all records and documents relating to the terminated portion of this CONTRACT for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTORSUBRECIPIENT’s costs and expenses under this CONTRACT. The CONTRACTOR SUBRECIPIENT shall make these records and documents available to the COUNTY, at the CONTRACTORSUBRECIPIENT’s office, at all reasonable times, without any direct charge. If approved by the COUNTY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents.