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County of Orange <br />OC Community Resources <br />Page 10 of 42 City of Santa Ana <br />Contract No.:MA-012-22010003 <br /> <br />vi. Appointment of a trustee, receiver or liquidator for all or a substantial part of Contractor’s <br />property, or institution of bankruptcy, reorganization, arrangement of liquidation <br />proceedings by or against Contractor; <br />vii. Service of any writ of attachment, levy of execution, or commencement of garnishment <br />proceedings against Contractor’s assets or income; <br />viii. Bankruptcy proceedings of Contractor; <br />ix. Finding of Contractor’s debarment or suspension; <br />x. Material change in Contractor’s organizational structure; <br />xi. Any breach of the Contract by Contractor; and <br />xii. Any misrepresentation, or fraud on the part of the Contractor. <br /> <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 Contractor under this Contract but Contractor shall not be relieved of liability. <br />Notwithstanding the above, Contractor shall not be relieved of liability to County for damages <br />sustained by County by virtue of any breach of this Contract by Contractor, and County may <br />withhold any payments to Contractor until such time as the exact amount of damages due <br />County from Contractor is determined. <br /> <br />3. Return of funds. Contractor agrees that upon expiration or notice of termination of this <br />Contract or dissolution of Contractor’s entity, Contractor shall, immediately upon written <br />demand, return to County all funds paid to Contractor 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 Contractor’s entity. <br /> <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 /> <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 /> <br />M. Independent Contractor: Contractor shall be considered an independent contractor and neither <br />Contractor, its employees, nor anyone working under Contractor shall be considered an agent or <br />an employee of County. Neither Contractor, its employees nor anyone working under Contractor <br />shall qualify for workers’ compensation or other fringe benefits of any kind through County. <br /> <br />N. Performance Warranty: Contractor warrants all work under this Contract and shall take <br />necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be <br />responsible for the professional quality, technical assurance, timely completion and coordination <br />of all documentation and other goods/services furnished by the Contractor under this Contract. <br />Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; <br />shall furnish all necessary labor, supervision, machinery, equipment,