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DocuSign Envelope ID: E3EC32AC-CBE2-4379-BB09-D502E3365EE4 <br />vi, Appointment of a trustee, receiver or liquidator for all or a substantial part of <br />Subrecipient's property, or institution of bankruptcy, reorganization, arrangement of <br />liquidation proceedings by or against Subrecipient; <br />vii, Service of any writ of attachment, levy of execution, or commencement of garnishment <br />proceedings against Subrecipient's assets or income; <br />viii. Bankruptcy proceedings of Subrecipient; <br />ix. Finding of Subrecipient's debarment or suspension; <br />x. Material change in Subrecipient's organizational structure; <br />xi. Any breach of the Contract by Subrecipient; and <br />xii. Any misrepresentation, or fraud on the part of the Subrecipient. <br />2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the <br />work for which this Contract provides in any manner deemed proper by County, The cost to <br />County of completing the work for which this Contract provides shall be deducted from any <br />sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability, <br />Notwithstanding the above, Subrecipient shall not be relieved of liability to County for <br />damages sustained by County by virtue of any breach of this Contract by Subrecipient, and <br />County may withhold any payments to Subrecipient until such time as the exact amount of <br />damages due County from Subrecipient is determined. <br />-- — 3. Return -of funds.—Subreeipient- agrees -that upon -expiration -or -notice -of -termination -of -thus ----- <br />Contract or dissolution of Subrecipient's entity, Subrecipient shall, immediately upon written <br />demand, return to County all funds paid to Subrecipient by County, which are not payable for <br />goods or services delivered prior to the termination or expiration of this Contract or the <br />dissolution of Subrecipient's entity. <br />Nothing in this Paragraph I{ shall preclude the County from exercising its termination rights as <br />set forth in Paragraph BB or under any other provision in the Contract. <br />L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived <br />and no breach excused, unless such waiver or consent shall be in writing and signed by the party <br />claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the <br />other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any <br />other different or subsequent breach. <br />M. Independent Subrecipient: Subrecipient shall be considered an independent contractor and <br />neither Subrecipient, its employees, nor anyone working under Subrecipieut shall be considered <br />an agent or an employee of County. Neither Subrecipient, its employees nor anyone working <br />under Subrecipient shall qualify for workers' compensation or other fringe benefits of any kind <br />through County. <br />N. Performance Warranty: Subrecipient warrants all work under this Contract and shall take <br />necessary steps and precautions to perform the work to County's satisfaction. Subrecipient shall <br />be responsible for the professional quality, technical assurance, timely completion and <br />coordination of all documentation and other goods/services furnished by the Subrecipient under <br />this Contract, Subrecipient shall perform all work diligently, carefrtlly, and in a good and <br />workmanlike manner; shall famish all necessary labor, supervision, machinery, equipment, <br />County of Orange Page 10 of 43 City of Santa Ana <br />OC Community Resources Contract No.:MA-012-20011850 <br />