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DocuSign Envelope ID: B49FB256 -4ADF- 4759- AF63- 134AD44FC239 <br />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 />Signature Signature <br />Frank W. Clifton, Manager <br />Printed Name and Title <br />This instrument has been approved as to technical content. <br />, Department Director <br />This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control <br />Act. <br />Office of the Finance Director <br />This instrument has been approved as to legal form and sufficiency. <br />Office of the County Attorney <br />Revised October 2011 5 <br />