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

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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission,percentage, brokerage, or contingent fee from the Subrecipient. 34. Transitional Requirements One-hundred and eighty(180)days prior to the expiration/cancellation of the term of the Contract, Subrecipient shall provide the County with a plan for transitioning services provided under this Contract to the County, or third party(ies)designated by the County,upon the termination or expiration of the Contract for any reason("Termination Transition Plan"). Subrecipient's Termination Transition Plan shall include all details necessary to guide Subrecipient, County, and other third-party vendors through the process of migrating all functions and services previously performed by Subrecipient to the County or its new designee(s)and shall include at least the following elements: a. Meets County timeline requirements; b.Details specific transition activities to be accomplished; c.Assigns responsibility for owning the execution of each transition activity; d.Assigns responsibility for all supporting roles for each transition activity; e. Includes timelines detailing expected durations for each transition activity; f.Is documented and available to all entities associated with providing services under the Contract; g.Ensures appropriate subject matter experts are assigned to plan development; and h.Identifies termination risks associated with transitioning the services. The County shall have the right to approve and request modifications to the Termination Transition Plan, and Subrecipient shall make all such modifications in a timely manner. The Parties acknowledge and agree that County's operations are dependent on the services provided under this Contract and County's inability to receive such services may result in irreparable damages to County. The provisions of this clause shall survive the expiration or termination of this Contract. 35. Set-Off In addition to,and cumulative of, all other remedies at law, in equity or provided under this Contract, County may set off against any and all amounts otherwise payable to Subrecipient pursuant to any of the provisions of this Contract: (A)any and all amounts claimed by County in good faith to be owed by Subrecipient to County pursuant to any of the provisions of this Contract;(B)any and all amounts claimed by County in good faith to be owed by Subrecipient pursuant to any other written agreement between the Parties;and(C) any costs previously invoiced by Subrecipient that(i)have been determined by the County, or applicable California or federal authority,to be disallowed or ineligible under WIOA and/or all applicable laws, regulations, and requirements set forth in the Compliance with Law—Contract County of Orange MA-012-25010267 Page 46 of 54 OC Community Resources Regional Workforce Consulting Services