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(New Destinations) <br />Orange County Cardinal Managed Care Fund Performance Agreement Page 3 of 9 <br />Rev. 8/18 <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 />f. 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 />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 />iv. Professional Liability Insurance, covering personal injury, bodily injury and <br />property damage and claims arising out of or related to the performance under this <br />Agreement by the Consultant or his agents, consultants and employees. <br />b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: <br />INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE <br />DocuSign Envelope ID: AD9C9BE5-9A4D-4394-8476-901F7564FAF4