ORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2)

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Docuslgn Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 cc: OC Community Resources/Procurement Services Attn: Chad Ward,County DPA Address: 601 North Ross Street Santa Ana, CA 92701 Phone: (949)585-6420 Email: chad.ward@occr.ocgov.com 25. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments. 26. Subcontracting: No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Subrecipient, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Subrecipient to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void. In the event that Subrecipient is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Subrecipient and subcontractor, and any agreement between Subrecipient and a subcontractor shall incorporate by reference the terms of this Contract. Subrecipient shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County's consent to Subrecipient's request for approval of a subcontractor.Under no circumstances shall County be required to directly monitor the performance of any subcontractor.All work performed by a subcontractor must be monitored by Subrecipient and must meet the approval of the County of Orange pursuant to the terms of this Contract. 27. Termination—Orderly: After receipt of a termination notice from County of Orange, Subrecipient may submit to County a termination claim, if applicable. Such claim shall be submitted promptly,but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Subrecipient. Upon termination County agrees to pay Subrecipient for all services performed prior to termination which meet the requirements of Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract.Upon termination or other expiration of this Contract,each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of Contract. County of Orange MA-012-25010267 Page 22 of 54 OC Community Resources Regional Workforce Consulting Services