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12. County determines that Contractor may be considered a "high risk" <br />agency as described in 45 CFR § 92.12 for local government and 45 <br />CFR § 74.14 for non-profit organizations. If such a determination is <br />made, the Contractor maybe subject to special conditions or restrictions. <br />Upon breach or default of any of the provisions, obligations, or duties <br />embodied in this Agreement by Contractor, County shall retain the right to <br />exercise any administrative, contractual, equitable, or legal remedies <br />available without limitation. A waiver by County of any occurrence of breach <br />or default is not a waiver of subsequent occurrences and shall be limited to <br />that particular occurrence. <br />D. Contractor's Obliaation After Notice of Termination. After receipt of a Notice <br />of Termination, and except as directed by County in writing, Contractor shall <br />proceed with the following obligations, as applicable, regardless of any delay <br />in determining or adjusting any funds due under this clause. <br />Contractor shall: <br />1. Stop work as specified in the Notice of Termination; <br />2. Place no further subcontracts for materials, or services, except to the <br />extent necessary to complete any portion of the Agreement that has not <br />been terminated; <br />3. Terminate all subcontracts to the extent they related to the work <br />terminated; and <br />4. Settle all outstanding liabilities and termination settlement proposals <br />arising from the termination of subcontracts (the approval or ratification <br />of which will be final for purposes of this clause). <br />E. Emeroencv Notice Exemption. Notwithstanding any other provision to the <br />contrary in this Agreement, termination of this Agreement shall take effect <br />immediately in the case of an emergency, such as threat to life, health, or <br />safety of the public. In case of such emergency, a Notice of Termination is <br />still required and shall include the date of the notice, a description of the action <br />being taken by the County, including the extent of services terminated, the <br />reason for such action, and any condition of the termination. <br />REV 01-17-18 RL <br />