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writing, state the reason or reasons for the termination, and specify the <br /> effective date of the termination: <br /> i. In the event that Provider shall cease to exist as an organization or <br /> shall enter bankruptcy proceedings,be declared insolvent, or liquidate <br /> all or substantially all of its assets, or significantly reduce its services <br /> or accessibility to Orange County residents during the term of this <br /> Agreement;or <br /> ii. In the event that Provider shall fail to render a satisfactory <br /> accounting as provided section 4 above, the County may terminate <br /> this Agreement and Provider shall return all payments already made <br /> to it by the County for services which have not been provided or for <br /> which no satisfactory accounting has been rendered;or <br /> iii. In the event of any fraudulent representation by the Provider in an <br /> invoice or other verification required to obtain payment under this <br /> Agreement or other dishonesty on a material matter relating to the <br /> performance of services under this Agreement. <br /> iv. Nonperformance,incomplete service or performance, or failure to <br /> satisfactorily perform any part of the work identified in the Scope of <br /> Services or to comply with any provision of this Agreement, as <br /> determined by the County in its sole discretion. <br /> v. Failure to adhere to the terms of applicable county, state or federal <br /> laws,regulations, or stated public policy. <br /> b. In the event of default by the Provider, the county may elect to terminate this <br /> Agreement, in whole or in part and/or require the Provider to repay the <br /> funds within seven (7) from written notice of default. The County may (but <br /> shall not be required to) grant the Provider an opportunity to cure the default <br /> without termination of this Agreement. This clause shall not be interpreted <br /> to limit the County's remedies in law or in equity. <br /> c. Notwithstanding the foregoing, either party may terminate the agreement at <br /> any time without penalty; provided that written notice of such termination is <br /> furnished to the other party at least 30 days prior to termination. In the <br /> event of such termination, any payment due shall be prorated to the date of <br /> termination and any unused funds shall be returned to the County within 10 <br /> days of termination. <br /> d. Any termination of this Agreement for default under this section that is later <br /> deemed to be unjustified shall be deemed a termination for convenience. <br /> 6. Insurance. <br /> Piedmont Health Services,Inc. <br /> 2012-13 Orange County Per <br /> formance <br /> Page 3 <br />