ORANGE, COUNTY OF (OC COMMUNITY RESOURCES)

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Docusign Envelope ID:47944A80-A4B5-406E-A49F-D09539A7EDB3 E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee, receiver or liquidator for all or a substantial part of Subrecipient's property, or institution of bankruptcy,reorganization, arrangement of liquidation proceedings by or against Subrecipient; F. Service of any writ of attachment,levy of execution, or commencement of garnishment proceedings against Subrecipient's assets or income; G. Bankruptcy proceedings of Subrecipient; H. Finding of Subrecipient's debarment or suspension; I. Material change in Subrecipient's organizational structure; J. Any breach of the Contract by Subrecipient; and K. Any misrepresentation,or fraud on the part of the Subrecipient. 2. Cost to Cover. In the event of any termination of the Contract, County may proceed with the work for which this Contract provides in any manner deemed proper by County. The cost to County of completing the work for which this Contract provides shall be deducted from any sums due Subrecipient under this Contract but Subrecipient shall not be relieved of liability. Notwithstanding the above, Subrecipient shall not be relieved of liability to County for damages sustained by County by virtue of any breach of this Contract by Subrecipient, and County may withhold any payments to Subrecipient until such time as the exact amount of damages due County from Subrecipient is determined. 3. Return of funds. Subrecipient agrees that upon expiration or notice of termination of this Contract or dissolution of Subrecipient's entity,Subrecipient shall,immediately upon written demand,return to County all funds paid to Subrecipient by County,which are not payable for goods or services delivered prior to the termination or expiration of this Contract or the dissolution of Subrecipient's entity. Nothing in this Article "Termination" shall preclude the County from exercising its termination rights as set forth in Article "Contingency of Funds" or under any other provision in the Contract. 12. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to,or waiver of,a breach by the other,whether express or implied,shall not constitute consent to,waiver of,or excuse for any other different or subsequent breach. 13. Independent Subrecipient: Subrecipient shall be considered an independent Subrecipient and neither Subrecipient,its employees,nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers' compensation or other fringe benefits of any kind through County. County of Orange MA-012-25010265 Page 7 of 54 OC Community Resources Regional Workforce Training Services