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the COUNTY upon written request of the CONTRACTOR. Upon termination COUNTY <br />agrees to pay the CONTRACTOR for all services performed prior to termination which <br />meet the requirements of the CONTRACT, provided, however, that such compensation <br />plus previously paid compensation shall not exceed the total compensation set forth in the <br />CONTRACT. Upon termination or other expiration of this CONTRACT, each PARTY shall <br />promptly return to the other PARTY all papers, materials, and other properties of the other <br />held by each for purposes of execution of the CONTRACT. In addition, each PARTY will <br />assist the other PARTY in orderly termination of this CONTRACT and the transfer of all <br />aspects, tangible and intangible, as may be necessary for the orderly, non -disruptive <br />business continuation of each PARTY. <br />43. Errors and Omissions: All reports, files and other documents prepared and submitted by <br />CONTRACTOR shall be complete and shall be carefully checked by the professional(s) <br />identified by CONTRACTOR as PROJECT MANAGER and key personnel attached <br />hereto, prior to submission to the COUNTY. CONTRACTOR agrees that COUNTY review <br />is discretionary and CONTRACTOR shall not assume that the COUNTY will discover <br />errors and/or omissions. If the COUNTY discovers any errors or omissions prior to <br />approving CONTRACTOR'S reports, files and other written documents, the reports, files <br />or documents will be returned to CONTRACTOR for correction. Should the COUNTY or <br />others discover errors or omissions in the reports, files or other written documents <br />submitted by CONTRACTOR after COUNTY approval thereof, COUNTY approval of <br />CONTRACTOR's reports, files or documents shall not be used as a defense by <br />CONTRACTOR in any action between the COUNTY and CONTRACTOR, and the reports, <br />files or documents will be returned to CONTRACTOR for correction. <br />THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK <br />County of Orange Page 23 of 37 City of Santa Ana <br />OC Community Resources Contract FYs 2016-18 RWS Professional -MI Contract # 16-28-0039-RWS <br />