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tG-6938 <br />OSOS shall pay lo the County the agreed upon price, if separately stated, for completed <br />work and service(s) accepted by OSOS and the amount agreed upon by the County and <br />OSOS for (i) completed work and service(s) for which no separate price is stated, (ii) <br />partially completed work and service(s), (iii) other property or services which are <br />accepted by OSOS, and (iv) the protection and preservation of properly, unless the <br />termination is for default, in which case OSOS shall determine the extent of the liability <br />of OSOS. Failure to agree with such determination shall be a dispute within the meaning <br />of the "Dispules" clause of this contract. OSOS may withhold from any amounts due the <br />County such sum as OSOS determines to be necessary to protect OSOS against <br />potential loss or liability. <br />The rights and remedies of OSOS provided in this section shall not be exclusive and are <br />in addition to any other rights and remedies provided by law or under this Agreement. <br />After receipt of a notice of termination, and except as otherwise directed by OSOS, the <br />County shall: <br />Stop work under the Agreement on the date, and to the extent specified, in the <br />notice; <br />Place no further orders or subcontracts for materials, services, or facilities except as <br />may be necessary for cornpletion of such portion of the work under the Agreement <br />as is not terminated; <br />Asslgn to OSOS in the manner, at the times, and to the extent directed by OSOS, all <br />of the rights, litle, and interest of the County under the orders and subcontracts so <br />terminated, in which case OSOS has the right, at its discretion, to settle or pay any or <br />all claims arising out oJ the termination of such orders and subcontracts; <br />Settle all outstanding liabilities and all claims arising out of such termination of orders <br />and subcontracts, with the approvalor ratification of OSOS to the extent OSOS may <br />require, which approval or ratification shall be final for all the purposes of this clause; <br />Transfer title to OSOS and deliver in the rnanner, at the times, and to the extent <br />directed by OSOS any property which, if the contract had been completed, would <br />have been required to be furnished to OSOS; <br />Complete performance of such part of the work as shall not have been terminated by <br />OSOS;and <br />Take such action as may be necessary, or as OSOS may direct, for the protection <br />and preservation of the property related to this contract which is in the possession of <br />the County and in which OSOS has or may acquire an interest, <br />XVI. SAVING$ <br />ln the event funding from Federal, state or other sources is withdrawn, reduced, or <br />limited in any way after the etfective date of this Agreement and prior to normal <br />completion, OSOS may terminate the contract under the "Termination for Convenience" <br />I <br />t <br />a <br />a <br />t <br />t <br />I <br />Page 17 ol 21