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DocuSign Envelope ID:917E7596-F2F2-4BF8-B6C3-DDO5E1503A51 <br /> a. Provider will provide Orange County a quarterly Progress Report that includes a fiscal <br /> report and updates on performance measures as outlined in the Scope of Services. Progress <br /> Report dates are: July 1 — December 31; January 1 — March 31 and April 1 - June <br /> 30. Reports are due on January 11,April 15, and July 8 of the program fiscal year. <br /> b. Provider agrees to allow the County to inspect its financial books and records, which <br /> document costs of those services, upon reasonable notice during normal working hours. <br /> 5. Termination. <br /> a. In the event of any of the circumstances set forth below (hereinafter referred to as <br /> "default"), the County may immediately terminate this Agreement, in whole or in part, and <br /> from time to time. Notice of termination must be in writing, state the reason or reasons for <br /> the termination, and specify the effective date of the termination: <br /> i. In the event that Provider shall cease to exist as an organization or shall enter <br /> bankruptcy proceedings, be declared insolvent, or liquidate all or substantially all <br /> of its assets, or significantly reduce its services or accessibility to Orange County <br /> residents during the term of this Agreement; or <br /> ii. In the event that Provider shall fail to render a satisfactory accounting as provided <br /> section 4 above, the County may terminate this Agreement and Provider shall <br /> return all payments already made to it by the County for services which have not <br /> been provided or for which no satisfactory accounting has been rendered; or <br /> iii. In the event of any fraudulent representation by the Provider in an invoice or other <br /> verification required to obtain payment under this Agreement or other dishonesty <br /> on a material matter relating to the performance of services under this Agreement. <br /> iv. Nonperformance,incomplete service or performance, or failure to satisfactorily <br /> perform any part of the work identified in the Scope of Services or to comply with <br /> any provision of this Agreement, as determined by the County in its sole discretion. <br /> v. Failure to adhere to the terms of applicable county, state or federal laws, <br /> regulations, or stated public policy. <br /> b. In the event of default by the Provider, the county may elect to terminate this Agreement, in <br /> whole or in part and/or require the Provider to repay the funds within ten(10)business days <br /> from written notice of default. The County may (but shall not be required to) grant the <br /> Provider an opportunity to cure the default without termination of this Agreement. This <br /> clause shall not be interpreted to limit the County's remedies in law or in equity. <br /> c. Notwithstanding the foregoing, either party may terminate the agreement at any time <br /> without penalty; provided that written notice of such termination is furnished to the other <br /> party at least 30 days prior to termination. In the event of such termination, any payment <br /> due shall be prorated to the date of termination and any unused funds shall be returned to <br /> the County within 10 days of termination. <br /> d. Any termination of this Agreement for default under this section that is later deemed to be <br /> unjustified shall be deemed a termination for convenience. <br /> 6. Insurance. <br /> Orange County Outside Agency Performance Agreement—Social Justice Funds Page 2 of 7 <br /> April 2017 <br />