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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-441513526D6C8 <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 /> Contractor,its employees nor anyone working under Subrecipient shall qualify for workers' compensation <br /> or other fringe benefits of any kind through County. <br /> 14. Performance Warranty: <br /> Subrecipient shall warrant all work under this Contract,taking necessary steps and precautions to perform <br /> the work to County's satisfaction. Subrecipient shall be responsible for the professional quality,technical <br /> assurance, timely completion and coordination of all documentation and other commodities/services <br /> County of Orange MA-012-25010267 Page 7 of 54 <br /> OC Community Resources Regional Workforce Consulting Services <br />