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DocuSign Envelope ID:4FF28E49-EE56-4A40-9331-F55AA8A05998 <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 shall pay Provider that portion of the fees and <br /> expenses that it has earned to the date of termination, less any costs or expenses incurred or <br /> anticipated to be incurred by the County due to errors or omissions of the Provider. The <br /> County may (but shall not be required to) grant the Provider an opportunity to cure the <br /> default without termination of this Agreement. This clause shall not be interpreted to limit <br /> 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 /> e. Should this Agreement be terminated, the Provider shall deliver to the County within seven <br /> (7) days, at no additional cost, all deliverables including any electronic data or files relating <br /> to the Project. <br /> £ Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages by the County for any breach of this Agreement or a waiver of any other <br /> required compliance with this Agreement. <br /> 6. Insurance. <br /> (The Institute of Art Therapy) <br /> Orange County Outside Agency Performance Agreement Page 3 of 9 <br /> Rev. 8118 <br />