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3 <br /> <br />time. Notice of termination must be in writing, state the reason or reasons for the termination, <br />and specify the effective date of the termination: <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 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 /> <br />v. Failure to adhere to the terms of applicable county, state or federal laws, <br />regulations, 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 that written notice of such termination is furnished to the other party at <br />least 30 days prior to termination. In the event of such termination, any payment due shall <br />be prorated to the date of termination and any unused funds shall be returned to the County <br />within 10 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 />6. Insurance. <br /> <br />a. General Requirements. The Provider shall purchase and maintain, during the period of <br />performance of this Agreement, insurance: <br /> <br />i. Worker’s Compensation. For protection from claims under workers' or workmen's <br />compensation acts; <br /> <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 /> <br />DocuSign Envelope ID: 71F97F5F-5151-4635-B81A-84B74866F622