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DocuSign Envelope ID: 1056F994-88AA-4336-8102-E1F3178D3BE7 <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 /> 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 /> 3 <br />