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v1. 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 attaclunent, levy of execution, or commencement of gamislunent <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 />x1. Any breach of the Contract by Subrecipient; and <br />xn. 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 1mder 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. Subrecipient agrees that upon expiration or notice of termination of this <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 ofSubrecipient's entity. <br />Nothing in this Paragraph K 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 imp lied, 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 Subrecipient 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, carefully, and in a good and <br />workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment,County of Orange OC Community Resources Page 10 of43 City of Santa Ana Contract No.:MA-012-20011850 <br />EXHIBIT 2