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

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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8 Paragraph of this Contract,and (ii)have not been reimbursed to the County after sixty-days' notice that such cost is disallowed or ineligible under WIOA.Within forty-five(45) calendar days after any such set- off by County, County shall provide Subrecipient with a written accounting of such set-off and a written statement of the reasons therefore. 36. No Termination or Suspension of Services(Continued Performance) Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties or Subrecipient alleges the County's breach of contract, and regardless of whether the Parties require at any time the use of any dispute resolution procedures in the Disputes—Contract Paragraph or otherwise established by the Parties in writing, or the exercise of the Set-Off Paragraph, in no event nor for any reason shall Subrecipient, during the term of the Contract,suspend or otherwise interrupt the provision of services to the County or under this Contract,interrupt any obligations of or related to a Termination Transition Plan, disable any assets used to provide services, or perform any other action that prevents, impedes, or reduces in any way the provision of services or the County's ability to conduct its activities,unless: (A)authority to do so is granted by the County's Contract Administrator(or his or her designee) in writing or conferred by a court of competent jurisdiction; or,(B)the term of this Contract has expired, or been terminated pursuant to the Termination Paragraph hereof and Subrecipient has performed all services required to complete the Termination Transition Plan to the satisfaction of the County,and the Contract Administrator has provided written notice thereof. County of Orange MA-012-25010267 Page 47 of 54 OC Community Resources Regional Workforce Consulting Services '..