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DocuSign Envelope ID: EBOFBDBE -FD15- 4428- 899B- 19A867F94OCC <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 (I0) 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 />a. General Requirements. The Provider shall purchase and maintain, during the period of <br />performance of this Agreement, insurance: <br />i. Worker's Compensation. For protection from claims under workers' or workmen's <br />compensation acts; <br />ii. Comprehensive General Liability Insurance covering claims arising out of or <br />relating to bodily injury, including bodily injury, sickness, disease or death of any <br />of the Consultant's employees or any other person and to real and personal property <br />including loss of use resulting thereof, <br />iii. Comprehensive Automobile Liability Insurance, including hired and non -owned <br />vehicles, if any, covering personal injury or death, and property damage; and <br />3 <br />