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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />immediately with cause or after thirty (30) days written notice without cause, <br />unless otherwise specified. Notice shall be deemed served on the date of <br />mailing. Cause shall include but not be limited to any breach of contract, <br />any partial misrepresentation whether negligent or willful, fraud on the part <br />of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR's <br />reasonable control, and repeated or continued violations of COUNTY ordinances <br />unrelated to performance under this Agreement that in the reasonable opinion <br />of COUNTY indicate a willful or reckless disregard for COUNTY laws and <br />regulations. Exercise by ADMINISTRATOR of the right to terminate this <br />Agreement shall relieve COUNTY of all further obligations under this <br />Agreement. <br />43.2 For ninety (90) calendar days prior to the expiration date of this <br />Agreement, or upon notice of termination of this Agreement ("Transition <br />Period"), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly <br />transfer of service responsibilities, active case records, and pertinent <br />documents. The Transition Period may be modified as agreed upon in writing by <br />the Parties. During the Transition Period, service and data access shall <br />continue to be made available to COUNTY without alteration. CONTRACTOR also <br />shall assist COUNTY in extracting and/or transitioning all data in the format <br />determined by COUNTY. <br />43.3 In the event of termination of this Agreement, cessation of <br />business by CONTRACTOR or any other event preventing CONTRACTOR from <br />continuing to provide services, CONTRACTOR shall not withhold the COUNTY data <br />or 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 />43.4 The obligations of COUNTY under this Agreement are contingent upon <br />the availability of Federal and/or State funds, as applicable, for the <br />(WRR0216) Page 40 of 43 (April 4, 2017) <br />