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11. TERMINATION <br /> The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in <br /> whole or in part for such period of time as the Owner may determine. In the event of termination by the Owner <br /> under this Agreement,the Contractor shall be entitled to receive its reasonable and documented direct costs prior to <br /> termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which <br /> material cannot reasonably be used by the Contractor on other work, and the cost of closing down the work in a <br /> safe and efficient manner. <br /> 12. ENTIRE AGREEMENT <br /> All of the documents listed, referenced or described in this Agreement, the written Notice-to-Proceed, <br /> together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, <br /> labor, materials and completed construction required by the Contract Documents and all parts thereof is the Work. <br /> The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile <br /> signatures. If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the <br /> Agreement shall continue in full force and effect. <br /> IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first <br /> above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, <br /> be deemed an original contract. <br /> ORANGE COUNTY CONTRACTOR <br /> gy 0 a <br /> Signature Signature <br /> Frank W. Clifton,Mana r / <br /> Printed Name and Title <br /> This instrument has en approved as to technical content. <br /> .7 A Y`P p De artment Director <br /> 3�Anrc,t <br /> This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control <br /> Act. <br /> A� <br /> Office of the Finance Director <br /> This in r ent has been approved as to legal form and sufficiency. <br /> Office of the CoudAy Attorney <br /> Revised October 2011 5 <br />