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limited to, any cost difference between the original contract and the replacement or cover contract <br />and all administrative costs directly related to the replacement contract, e.g., cost of the <br />competitive bidding, mailing, advertising and staff time; provided, that if (1) it is determined for any <br />reason the Contractor was not in breach, or (ii) the Contractor's failure to perform is without <br />Contractor's and/or subcontractor's control, fault or negligence, the termination shall be deemed to <br />be a Termination for Convenience. <br />28. TERMINATION FOR CONVENIENCE: Except as otherwise provided in this contract, the County <br />may, by thirty (30) days written notice, beginning on the second day after the mailing, terminate this <br />contract in whole or in part when it is in the best interests of the County. If this contract is so <br />terminated, the County shall be liable only for payment in accordance with the terms of this <br />contract for services rendered prior to the effective date of termination. <br />29. TERMINATION PROCEDURE: In the event that this contract is terminated for any reason, the <br />Contractor's exclusive remedy shall be limited to the following: the County shall pay to the <br />Contractor the agreed upon price, if separately stated, for completed work and services accepted <br />by the County, and the amount agreed upon by the Contractor and the County for (1) completed <br />work and services for which no separate price is stated, (ii) partially completed work and services, <br />(iii) other property or services which are accepted by the County, and (iv) the protection and <br />preservation of property, unless the termination is for breach, in which case the Agent shall <br />determine the extent of the liability to the County. Failure to agree with such determination shall be <br />a dispute within the meaning of the "Disputes" clause of this contract. The County may withhold <br />from any amounts due the Contractor such sum as the Agent determines to be necessary to <br />protect the County against potential loss or liability. <br />Upon termination of this contract, the County, in addition to any other rights provided in this <br />contract, may require the Contractor to deliver to the County any property specifically produced or <br />acquired for the performance of such part of this contract as has been terminated. The provisions <br />of the "Treatment of Inventorial Equipment" clause shall apply in such property transfer. <br />The rights and remedies of the County provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of written notice of termination, and except as otherwise directed by the Agent, the <br />Contractor shall; <br />1. Stop work under the contract on the date, and to the extent specified, in the notice; <br />2. Place no further orders or subcontracts for materials, services, or facilities except as may be <br />necessary for completion of work that is not terminated under the contract; <br />3. Assign to the County, in the manner, at the times, and to the extent directed by the Agent, all of <br />the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, <br />in which case the County has the right, at its discretion, to settle or pay any or all claims arising <br />out of the termination of such orders and subcontracts; <br />4. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subcontracts, with the approval or ratification of the County to the extent the County may <br />require, which approval or ratification shall be final for all the purposes of this clause; <br />Terms and Conditions Page 6 of 10 <br />