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Orange County Opioid Funding Agency Performance Agreement <br />Rev.07/25 <br />Page 3 of 10 <br />b. In the event of default by the Provider, including but not limited to failure to perform services <br />in accordance with this Agreement or noncompliance with applicable reporting, <br />documentation, or funding requirements, the County may elect to terminate this Agreement <br />in whole or in part. The County shall pay Provider for all properly performed services <br />accepted by the County up to the effective date of termination, including services identified <br />by the Provider in a written list submitted within 30 days of termination notice, detailing <br />services performed since the last report and their associated costs, subject to County review <br />and acceptance. The County shall not be responsible for payment of any non-cancellable <br />commitments entered into by the Provider without the County’s prior written consent, except <br />for those costs that were expressly included in the approved budget (showing in Exhibit B) <br />and incurred in accordance with this Agreement prior to termination. The County may (but <br />shall not be required to) grant the Provider an opportunity to cure the default without <br />termination of this Agreement. This clause shall not be interpreted to limit the County’s <br />remedies in law or in equity, including the right to recover any funds determined to have <br />been improperly expended under this Agreement. If any funds are determined to be <br />improperly expended under this Agreement, the Provider shall repay such funds within thirty <br />(30) business days. <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 thirty (30) days prior to termination. In the event of such termination, the County shall <br />pay the Provider for all properly performed services accepted by the County through the <br />effective date of termination, including services identified by the Provider in a written list <br />submitted within 30 days of termination notice, detailing services performed since the last <br />report and their associated costs, subject to County review and acceptance. The County shall <br />not be responsible for any non-cancellable commitments or obligations incurred by the <br />Provider without the County’s prior written consent, except for those costs that were <br />expressly included in the approved budget (showing in Exhibit B) and incurred in accordance <br />with this Agreement prior to termination. Any unused funds shall be returned to the County <br />within thirty (30) 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 />e. 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 /> <br />6. Responsibilities of the County. <br /> <br />Cooperation and Coordination. The County has designated (Orange County Health Director, <br />Quintana Stewart) to act as the County's representative with respect to the Project who shall <br />have the authority to render decisions within guidelines established by the County Manager <br />or the County Board of Commissioners and who shall be available during working hours as <br />often as may be reasonably required to render decisions and to furnish information. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />Docusign Envelope ID: 29556FD2-008F-43BA-A984-596F90EB929E