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County of Orange <br />OC Community Resources <br />MA-012-25010265 <br />Regional Workforce Training Services <br />Page 7 of 54 <br /> <br /> <br />E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary <br />course of business;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 liquidation <br />proceedings by or against Subrecipient; <br />F. Service of any writ of attachment, levy of execution, or commencement of garnishment <br />proceedings against Subrecipient’s assets or income; <br />G. Bankruptcy proceedings of Subrecipient; <br />H. Finding of Subrecipient’s debarment or suspension; <br />I. Material change in Subrecipient’s organizational structure; <br />J. Any breach of the Contract by Subrecipient; and <br />K. 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 work for <br />which this Contract provides in any manner deemed proper by County. The cost to County of completing <br />the work for which this Contract provides shall be deducted from any sums due Subrecipient under this <br />Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall <br />not be relieved of liability to County for damages sustained by County by virtue of any breach of this <br />Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the <br />exact amount of damages due County from Subrecipient is determined. <br />3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or <br />dissolution of Subrecipient’s entity, Subrecipient shall, immediately upon written demand, return to County <br />all funds paid to Subrecipient by County, which are not payable for goods or services delivered prior to the <br />termination or expiration of this Contract or the dissolution of Subrecipient’s entity. <br />Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as <br />set forth in Article "Contingency of Funds" or under any other provision in the Contract. <br />12. Consent to Breach Not Waiver: <br />No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver <br />or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent <br />by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent <br />to, waiver of, or excuse for any other different or subsequent breach. <br />13. Independent Subrecipient: <br />Subrecipient shall be considered an independent Subrecipient and neither Subrecipient , its employees, nor <br />anyone working under Subrecipient shall be considered an agent or an employee of County. Neither <br />Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ <br />compensation or other fringe benefits of any kind through County. <br />EXHIBIT 1