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3 <br />Orange County Outside Agency Fund and Managed Care Fund Performance Agreement <br />Revised 10/2021 <br /> <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 of <br />its assets, or significantly reduce its services or accessibility to Orange County <br />residents during the term of this Agreement; or <br /> <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 return <br />all payments already made to it by the County for services which have not been <br />provided or for which no satisfactory accounting has been rendered; or <br /> <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 on <br />a material matter relating to the performance of services under this Agreement. <br /> <br />iv. Nonperformance, incomplete service or performance, or failure to perform <br />satisfactorily any part of the work identified in the Scope of Services, Scope of Work, <br />or to comply with any provision of this Agreement, as determined by the County in <br />its sole discretion. <br /> <br />v. Failure to adhere to the terms of applicable county, state or federal laws, regulations, <br />or stated public policy. <br /> <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 /> <br />c. Notwithstanding the foregoing, either party may terminate the agreement at any time without <br />penalty; provided written notice of such termination is furnished to the other party at least 30 <br />days prior to termination. In the event of such termination, any payment due shall be prorated <br />to the date of termination and any unused funds shall be returned to the County within 10 <br />days of termination. <br /> <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 /> <br />e. Waiver. 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 /> <br />6. Responsibilities of the County. <br /> <br />Cooperation and Coordination. The County has designated (Quintana Stewart) to act as the <br />County's representative with respect to the Project who shall have the authority to render <br />decisions within guidelines established by the County Manager or the County Board of <br />Commissioners and who shall be available during working hours as often as may be <br />reasonably required to render decisions and to furnish information. <br /> <br />7. Insurance. <br /> <br />DocuSign Envelope ID: 11DA72B8-CC83-439E-A25C-F64DE607C614