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DocuSign Envelope ID: 885498D2-1CBA-4928-AE9B-EDEEE17D7376 <br />repeated or continued violations of COUNTY ordinances unrelated to performance <br />under this Agreement that, in the reasonable opinion of COUNTY, indicate a <br />willful or reckless disregard for COUNTY laws and regulations. Exercise by <br />ADMINISTRATOR of the right to terminate this Agreement shall relieve <br />COUNTY of all further obligations under this Agreement. <br />42.2 For ninety (90) calendar days prior to the expiration date of this Agreement, or upon <br />notice of termination of this Agreement ("Transition Period"), CONTRACTOR <br />agrees to cooperate with ADMINISTRATOR in the orderly transfer of service <br />responsibilities, case records, and pertinent documents. The Transition Period may <br />be modified as agreed upon in writing by the parties. During the Transition Period, <br />service and data access shall continue to be made available to COUNTY without <br />alteration. CONTRACTOR also shall assist COUNTY in extracting and/or <br />transitioning all data in the format determined by COUNTY. <br />42.3 In the event of termination of this Agreement, cessation of business by <br />CONTRACTOR, or any other event preventing CONTRACTOR from continuing <br />to provide services, CONTRACTOR shall not withhold the COUNTY data or <br />refuse for any reason, to promptly provide to COUNTY the COUNTY data if <br />requested to do so on such media as reasonably requested by COUNTY, even if <br />COUNTY is then or is alleged to be in breach of this Agreement. <br />42.4 The obligations of COUNTY under this Agreement are contingent upon the <br />availability of federal and/or State funds, as applicable, for the reimbursement of <br />CONTRACTOR's expenditures, and inclusion of sufficient funds for the services <br />hereunder in the budget approved by the Orange County Board of Supervisors each <br />fiscal year this Agreement remains in effect or operation. In the event that such <br />funding is terminated or reduced, ADMINISTRATOR may immediately terminate <br />this Agreement, reduce COUNTY's maximum funding obligation, or modify this <br />Agreement, without penalty. The decision of ADMINISTRATOR shall be binding <br />on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with <br />written notification of such determination. CONTRACTOR shall immediately <br />WDM0522 Page 41 of 45 March 1, 2022 <br />