Common use of Termination Provisions Clause in Contracts

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty(a) In addition to, immediately with cause or after thirty (30) days written notice without causeand not in lieu of, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall includetermination provisions set forth in Section 6 herein, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance employment of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in Executive hereunder may be terminated by the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days Company prior to the expiration termination date of this Contractthe initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or any act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Contract (“Transition Period”)Agreement for "cause" as set forth in this subparagraph, CONTRACTOR agrees the Company shall not be obligated to cooperate with ADMINISTRATOR in make any further payments hereunder to the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTYExecutive. 41.3 In (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event of termination of this Contract, cessation of business by CONTRACTOR, or the Company shall be obligated to pay the Executive any other event preventing CONTRACTOR from continuing and all amounts payable to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, Executive pursuant to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, Section 4 above for the reimbursement greater of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, (i) the remainder of the provisions initial term or the extended term, as the case may be, of the Agreement in this Contract shall remain in full force and effect and shall in no way be affected, impairedimmediately prior to such termination, or invalidated thereby(ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 41.1 ADMINISTRATOR may terminate (a) Notwithstanding anything in this Contract without penaltyAgreement to the contrary, immediately with cause or after thirty if, in the opinion of counsel for the Company (30) days written notice without causewhich counsel shall be reasonably acceptable to the Registering Stockholder, unless otherwise specified. Notice provided that O'Melveny & Xxxxx LLP and Holme Xxxxxxx & Xxxx LLP shall be deemed served on reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) terminate the effectiveness of the related Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 1 or 2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Company. (b) If the Company shall take any action pursuant to Section 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) the number of days during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current minus (2) the number of days during which the Registration Statement was effective before the date of mailing. Cause shall include, but not be limited, the action taken pursuant to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this ContractSection 5(a). 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 39.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 39.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 39.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 39.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 39.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 . For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 . In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 . The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 . If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 42.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 40.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 40.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 40.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 40.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 4 44.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, 5 immediately with cause or after thirty (30) days written notice without cause, 6 unless otherwise specified. Notice shall be deemed served on the date of 7 mailing. Cause shall include, but not be limited, to any breach of contract, 8 any partial misrepresentation whether negligent or willful, fraud on the part 9 of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s 10 reasonable control, and repeated or continued violations of COUNTY ordinances 11 unrelated to performance under this Contract Agreement that, in the reasonable opinion 12 of COUNTY, indicate a willful or reckless disregard for COUNTY laws and 13 regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract 14 Agreement shall relieve COUNTY of all further obligations under this Contract15 Agreement. 41.2 16 44.2 For ninety (90) calendar days prior to the expiration date of this Contract17 Agreement, or upon notice of termination of this Contract Agreement (“Transition 18 Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly 19 transfer of service responsibilities, case records, and pertinent documents. 20 The Transition Period may be modified as agreed upon in writing by the 21 parties. During the Transition Period, service and data access shall continue 22 to be made available to COUNTY without alteration. CONTRACTOR also shall 23 assist COUNTY in extracting and/or transitioning all data in the format 24 determined by COUNTY. 41.3 25 44.3 In the event of termination of this ContractAgreement, cessation of 26 business by CONTRACTOR, or any other event preventing CONTRACTOR from 27 continuing to provide services, CONTRACTOR shall not withhold the COUNTY data 28 or refuse for any reason, to promptly provide to COUNTY the COUNTY data if 1 requested to do so on such media as reasonably requested by COUNTY, even if 2 COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 3 44.4 The obligations of COUNTY under this Contract Agreement are contingent upon 4 the availability of federal and/or State funds, as applicable, for the 5 reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds 6 for the services hereunder in the budget approved by the Orange County Board 7 of Supervisors each fiscal year this Contract Agreement remains in effect or operation. 8 In the event that such funding is terminated or reduced, ADMINISTRATOR may 9 immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or 10 modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall will be 11 binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written 12 notification of such determination. CONTRACTOR shall immediately comply with 13 ADMINISTRATOR’s decision. 41.5 14 44.5 If any term, covenant, condition, or provision of this Contract Agreement 15 or the application thereof is held invalid, void, or unenforceable, the 16 remainder of the provisions in this Contract Agreement shall remain in full force and 17 effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: 23B4657D-C98F-4EA3-A3C2-208A37E4A951 of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: 23B4657D-C98F-4EA3-A3C2-208A37E4A951 comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. ‌ 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in DocuSign Envelope ID: D8453ACA-07AC-4C14-89F0-2382A56E685D breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 6 40.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, penalty 7 immediately with cause or after thirty (30) days written notice without cause, 8 unless otherwise specified. Notice shall be deemed served on the date of 9 mailing. Cause shall include, include but not be limited, limited to any breach of contract, 10 any partial misrepresentation whether negligent or willful, fraud on the part 11 of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s 12 reasonable control, and repeated or continued violations of COUNTY ordinances 13 unrelated to performance under this Contract that, Agreement that in the reasonable opinion 14 of COUNTY, COUNTY indicate a willful or reckless disregard for COUNTY laws and 15 regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract 16 Agreement shall relieve COUNTY of all further obligations under this Contract17 Agreement. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract18 40.2 Upon termination, or upon notice of termination of this Contract (“Transition Period”)thereof, CONTRACTOR agrees to 19 cooperate with ADMINISTRATOR in the orderly transfer of service 20 responsibilities, active case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 21 40.3 The obligations of COUNTY under this Contract Agreement are contingent upon 22 the availability of federal Federal and/or State funds, as applicable, for the 23 reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds 24 for the services hereunder in the budget approved by the Orange County Board 25 of Supervisors each fiscal year this Contract Agreement remains in effect or operation. 26 In the event that such funding is terminated or reduced, ADMINISTRATOR may 27 immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or 28 modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall will be 1 binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written 2 notification of such determination. CONTRACTOR shall immediately comply with 3 ADMINISTRATOR’s decision. 41.5 4 40.4 If any term, covenant, condition, or provision of this Contract Agreement 5 or the application thereof is held invalid, void, or unenforceable, the 6 remainder of the provisions in this Contract Agreement shall remain in full force and 7 effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 13 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately 14 with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice 15 shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any 16 breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of 17 CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable 18 control, and repeated or continued violations of COUNTY ordinances unrelated to performance 19 under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless 20 disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to 21 terminate this Contract Agreement shall relieve COUNTY of all further obligations under this Contract. 41.2 Agreement. 22 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon 23 notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to 24 cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, 25 and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available 27 to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 28 transitioning all data in the format determined by COUNTY. 41.3 1 In the event of termination of this ContractAgreement, cessation of business by 2 CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide 3 services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to 4 promptly provide to COUNTY the COUNTY data if requested to do so on such media as 5 reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract6 Agreement. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the WMR1022 Page 40 of 43 April 12, 2022 availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may Throughout the term of this contract, the Board specifically reserves the right to terminate this Contract without penalty, immediately with the employment of the Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or after thirty capriciously call f or Assistant Superintendent’s dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (303) days written notice without causeof the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this agreement shall prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, unless otherwise specified. Notice no further compensation shall be deemed served on paid to the date of mailingAssistant Superintendent. Cause The Assistant Superintendent shall include, but not be limited, to in any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of event have the right to terminate this Contract written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall relieve COUNTY have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of all further obligations under this Contract. 41.2 For the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Assistant Superintendent from any action taken by the Board. The Assistant Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided she gives the Board at least ninety (90) calendar days days’ notice prior to the expiration effective date of this Contractthe resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, or upon notice the maximum severance obligation of termination the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period contract may not be modified as agreed upon in writing by during the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination course of this Contract, cessation of business by CONTRACTOR, contract term or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding the contract is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decisionby either party. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 of this Agreement, the employment of the Employee hereunder may be terminated by the Company in the event that the Employee (i) breaches this Agreement in any material respect or (ii) engages in any act of dishonesty with respect to the Company, including any act of willful misfeasance (the foregoing reasons for termination set forth under clauses (i) and (ii) above are sometimes referred to hereinafter as termination for "Cause"). Such termination of the Employee's employment hereunder shall be effective immediately upon delivery of written notice to the Employee setting forth the reason or reasons for such termination. Upon the termination of this Agreement in accordance with this Section 10(a), the Company shall not be obligated to make any further payments hereunder to the Employee. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Employee hereunder without Cause, but in such event the Company shall be obligated to pay the Employee's base annual salary for a period of six (6) months after the Company gives written notice of such termination (such period being referred to herein as the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Employee to receive or participate in all fringe benefits available to him pursuant to Section 5(a) above; provided, however, that from time to time during the Remainder Term the Employee shall provide such service to the Company as it shall reasonably request relating to the duties of the Employee during the term of this Contract without penaltyAgreement; and provided, immediately further, that during the Remainder Term any amounts payable to the Employee pursuant to this Section 10(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 10(b), shall be reduced by any payments or fringe benefits the Employee shall receive during the Remainder Term from any other source of employment which is unaffiliated with cause or after the Company. (c) In the event of a "change of control" (as hereinafter defined) of the Company during the term of the Employee's employment hereunder, the Employee may terminate his employment with the Company by giving thirty (30) days written days' notice thereof within six months after the occurrence of such change of control. If the Employee terminates his employment under this Section 10(c) or is terminated without causecause within six (6) months after a change of control, unless otherwise specifiedthe Company shall pay the Employee an amount equal to his then annual base salary pursuant to Section 4 above plus a ratable portion of the amount paid to him under Section 4(b) with respect to the preceding calendar year, if any, based upon the proportion that 9 the number of full calendar months that he was employed during the year of termination bears to 12. Notice The Employee shall be deemed served have the option to have such payment made in a lump sum payable on the date of mailingtermination or in three equal installments payable upon termination and two months and four months after termination. Cause The Company shall includealso continue for such period to permit the Employee to receive or participate in all fringe benefits available to him pursuant to Section 5(a) above for a period of one year after the termination of his employment. A "change of control" shall be deemed to occur when any Person or group of Persons directly or indirectly (through a subsidiary or otherwise), but not be limited, to any breach of contract, any partial misrepresentation whether negligent (A) acquires or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of is granted the right to terminate this Contract shall relieve COUNTY acquire, directly or through a merger or similar transaction, a majority of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this ContractCompany's outstanding voting securities, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning B) acquires all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder substantially all of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated therebyCompany's assets.

Termination Provisions. 41.1 ADMINISTRATOR Either party may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTORa Party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this Contract. 41.2 Agreement. For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 . In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 Agreement. The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 ; provided, however, that CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce COUNTY’s maximum obligation or modify this Agreement. If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR The Government may terminate this Contract without penaltyAgreement by written notice to the Performer, immediately with cause or after thirty provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (3060) days written notice without cause, unless otherwise specifiednotification of their intent to do so. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of any termination at the request of the Performer, the request must be made prior to entry and payment of the next Payable Milestone (Attachment 2) and the Government is obligated only to reimburse the Performer for those payable milestones completed as of the date of the termination. If the Performer requests termination of this ContractAgreement, cessation the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of business by CONTRACTORall outstanding issues between the Parties as a result of termination, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operationwhich may include non-cancelable commitments. In the event that such funding is terminated or reducedof a termination of the Agreement, ADMINISTRATOR the Government shall have paid-up rights in Data as described in Article VII, Data Rights. Failure of the Parties to agree to terminate and/or an equitable adjustment shall be resolved pursuant to Article V, Disputes. The Government may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penaltyAgreement for convenience by written notice to the Performer. This unilateral termination for convenience shall be based on a reasonable determination that the Agreement will not produce beneficial results commensurate with the expenditure of resources. The decision Government may terminate this Agreement for convenience, in whole or in part, if the Agreements Officer (AO) determines that a termination is in the Government's interest. The AO shall terminate by delivering to the Recipient a Notice of ADMINISTRATOR Termination specifying the extent of termination and the effective date. The Government is obligated only to reimburse the Performer for those payable milestones completed as of the date of the termination. Extending the Term The Parties may, by mutual written agreement, extend the term of this Agreement if opportunities within the scope set forth in Article I reasonably warrant. Any extension shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder formalized through modification of the provisions in this Contract shall remain in full force Agreement by the AO and effect and shall in no way be affected, impaired, or invalidated therebythe Performer Administrator.

Termination Provisions. 41.1 10 44.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, penalty 11 immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, be defined as include but not be limited, limited to any breach of contract, any partial misrepresentation whether negligent or willful, or fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, Agreement that in the reasonable opinion of COUNTY, COUNTY indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to 12 unless otherwise specified. Notice shall be deemed served on the date of 13 18 20 terminate this Contract Agreement shall relieve COUNTY of all further obligations under 21 this Contract. 41.2 Agreement. of this Agreement (“Transition Period”), prior to the expiration date of this Agreement, or upon notice of termination For ninety (90) calendar days prior to the expiration date of this Contract22 44.2 24 Upon termination, or upon notice of termination of this Contract (“Transition Period”)thereof, CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the partiesParties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data The Transition Period may be modified as 25 ADMINISTRATOR in the format determined by COUNTY. 41.3 In the event orderly transfer of termination of this Contractservice responsibilities, cessation of active case 26 records, and pertinent documents. 27 business by CONTRACTOR, CONTRACTOR or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if In the event of termination of this Agreement, cessation of transitioning all data in the format determined by COUNTY. alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 3 44.3 5 6 COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 9 44.4 The obligations of COUNTY under this Contract Agreement are contingent upon 10 the availability of federal Federal and/or State funds, as applicable, for the 11 reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds 12 for the services hereunder in the budget approved by the Orange County Board 13 of Supervisors each fiscal year this Contract Agreement remains in effect or operation. 14 In the event that such funding is terminated or reduced, ADMINISTRATOR may 15 immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or 16 modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.be

Termination Provisions. 41.1 44.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 44.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 44.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 44.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 44.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing DocuSign Envelope ID: C90E6514-7DAE-4FF3-852B-B31A67475FF5 to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 43.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: 40A3DBA1-1EC3-47FB-9184-F7D865CC9EEA of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: 40A3DBA1-1EC3-47FB-9184-F7D865CC9EEA comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 39.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 39.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service service‌ responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 39.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 39.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 39.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR 42.1 Either Party may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without DocuSign Envelope ID: C1699981-367A-4E93-B66A-CA0849068709 DocuSign Envelope ID: 81A5495A-230D-4264-8358-EB12B24A8B8D DocuSign Envelope ID: 8FC5ECED-4536-49EB-A4AB-9CA23D0B1D81 alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 39.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 39.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 39.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 39.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 39.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. ‌ 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause after providing written notice of the reasons for the grounds for termination with a twenty (20) calendar day response period for the FOOD BANK to cure or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTORFOOD BANK, discontinuance of the services for reasons within CONTRACTORFOOD BANK’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable MPY0419 Page 17 of 20 May 14, 2020 opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this Contract. 41.2 Agreement. For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR FOOD BANK agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR FOOD BANK also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 . In the event of termination of this ContractAgreement, cessation of business by CONTRACTORFOOD BANK, or any other event preventing CONTRACTOR FOOD BANK from continuing to provide services, CONTRACTOR FOOD BANK shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 Agreement. The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTORFOOD BANK’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTORFOOD BANK. ADMINISTRATOR will provide CONTRACTOR FOOD BANK with written notification of such determination. CONTRACTOR FOOD BANK shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. ‌ 41.1 ADMINISTRATOR Either party may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTORa party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of of‌ CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision; provided, however, that CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce the COUNTY’s maximum obligation or modify this Agreement. 41.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR This Contract may terminate be terminated prior to the end of the Term of this Contract without penaltyas follows: A. The Superintendent shall be subject to discharge and termination of this Contract for the reasons specified in Section 1080 of the Public School Code. However, immediately with cause the Board shall not arbitrarily or after thirty capriciously call for the Superintendent’s dismissal. No termination will be effective unless the Superintendent receives at least one (301) days week’s written notice without causeof the reasons for termination and is afforded the opportunity to respond to the Board. If termination for cause occurs, unless otherwise specified. Notice no additional salary shall be deemed served on paid to the Superintendent following the effective date of mailingthe termination. Cause The Superintendent shall includein any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Superintendent. The Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. B. This Contract may be unilaterally terminated without penalty by the resignation of the Superintendent at any time provided the Superintendent gives the Board at least ninety (90) days’ notice prior to the effective date of the resignation. If this Contract is terminated in this manner, the District shall pay and provide to the Superintendent all of the aggregate compensation, salary, and benefits including, but not be limitedlimited to, insurance premiums and coverage and payment for unused leave, the Superintendent earned, accrued and/or is entitled to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under in accordance with this Contract that, in through the reasonable opinion effective date of COUNTY, indicate a willful or reckless disregard for COUNTY laws her resignation and regulations. Exercise by ADMINISTRATOR termination of the right to terminate this Contract shall relieve COUNTY of all further obligations under plus any applicable post- employment and post-retirement benefits provided for in this Contract. 41.2 For ninety C. This Contract may be terminated by the mutual consent in writing of the Superintendent and the Board under the terms and conditions mutually agreed upon by the Superintendent and Board at the time of such termination provided that such mutual agreement is in accordance with the Public School Code. D. This Contract shall be terminated upon the death of the Superintendent, at which time, the District shall pay to the Superintendent’s spouse, estate and/or heirs all of the aggregate compensation, salary and benefits the Superintendent earned, accrued and/or is entitled to under this Contract through the date of the Superintendent’s death. E. No agreement between the School Board and the Superintendent for a negotiated severance will provide for a severance obligation not otherwise accruing under the Contract from the District to the Superintendent that exceeds the following: 1. If the severance takes effect two (902) calendar days years or more prior to the expiration date end of the above-stated contract term, the maximum severance obligation of the District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this Contract, or upon notice of termination contract may not be modified during the course of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR contract term or in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding the contract is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decisionby either party. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 39.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 39.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 39.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 39.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 39.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 . For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 . The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 . If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate Termination Provisions are governed by the provisions under Exhibit D, Section A: Federally Required Clauses, “Termination”. Notwithstanding anything contained herein to the contrary, if HAPCAP reduces the number of buses operated by Contractor pursuant to this Contract without penaltyor terminates this Contract as described above, immediately with cause or after HAPCAP shall provide Contractor no less than thirty (30) days advance written notice without causeof such reduction or termination, unless otherwise specifiedspecifying the number of buses HAPCAP elects to eliminate from service and the date on which such reduction is effective or, if termination, then the date on which such termination is effective. Notice Termination shall be deemed served on effected by serving at least ten (10) days advance written notice of termination to the date Contractor setting forth the manner in which the Contractor is in default. The Contractor shall only be paid the Contract price for supplies delivered and accepted, or for services performed in accordance with the manner of mailingperformance set forth in the Contract. Cause shall includeIf it is later determined by HAPCAP that the Contractor had an excusable reason for not performing, but such as a strike, fire, or flood, events which are not be limited, to any breach the fault of contract, any partial misrepresentation whether negligent or willful, fraud on are beyond the part of CONTRACTOR, discontinuance control of the services Contractor, HAPCAP, after setting up a new delivery or performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for reasons within CONTRACTOR’s reasonable controlconvenience. If the Contractor fails to remedy to the HAPCAP's satisfaction the breach or default or any of the terms, and repeated covenants, or continued violations conditions of COUNTY ordinances unrelated to performance under this Contract thatwithin ten (10) days after receipt by the Contractor or written notice from HAPCAP setting forth the nature of said breach or default, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of HAPCAP shall have the right to terminate this the Contract shall relieve COUNTY of all without any further obligations under this Contract. 41.2 For ninety (90) calendar days prior obligation to the expiration date Contractor with exception for payment of this Contract, or upon notice of services rendered through the termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documentsdate. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of Any such termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR for default shall not withhold in any way operate to preclude HAPCAP from also pursuing all available remedies against the COUNTY data Contractor and its sureties for said breach or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contractdefault. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: F72AAA7D-5C0A-40BD-8888-7D72E527E8FB of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: F72AAA7D-5C0A-40BD-8888-7D72E527E8FB comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise WKW0722 Page 40 of 44 April 25, 2022 DocuSign Envelope ID: 873673BE-CA7F-4A96-B638-4A4589E90BF0 DocuSign Envelope ID: 48A28A2E-18EB-4AD5-861A-6B951FD6A7B1 specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this WKW0722 Page 41 of 44 April 25, 2022 DocuSign Envelope ID: 873673BE-CA7F-4A96-B638-4A4589E90BF0 DocuSign Envelope ID: 48A28A2E-18EB-4AD5-861A-6B951FD6A7B1 Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this ContractAgreement, cessation of business by (WJP0221) Page 38 of 41 (May 17, 2021) CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 42.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 40.1 ADMINISTRATOR may terminate this Contract without cause after thirty (30) days written notice. Either party may terminate this AgreementContract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. .. Notice shall be deemed served on the date dateas outlined in Subparagraph 10.2 of mailingmailingthis Contract. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTORa Partyeither party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract MA-063-23011212 Page 44 of 50 March 1, 2023 AgreementContract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR either party of the right to terminate this Contract AgreementContract for cause, or exercise by the ADMINISTRATOR to terminate without cause, shall relieve COUNTY COUNTYthe parties of all further obligations under this ContractAgreementContract. 41.2 40.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreementContract, or upon notice of termination of this Contract AgreementContract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined mutually by COUNTYCOUNTY and CONTRACTOR. 41.3 40.3 In the event of termination of this ContractAgreementContract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreementContract. 41.4 40.4 The obligations of COUNTY under this Contract AgreementContract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract AgreementContract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreementContract, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreementContract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. MA-063-23011212 Page 45 of 50 March 1, 2023 ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision; provided, however, that CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce COUNTY’s maximum obligation or modify this Agreement. 41.5 40.5 If any term, covenant, condition, or provision of this Contract AgreementContract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract AgreementContract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or DocuSign Envelope ID: 2F1D3A9A-464B-4F08-AD1F-E394D40DDAD6 transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 39.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 39.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 39.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if DocuSign Envelope ID: 7C2B325D-40A0-41AF-81E0-813B26F84191 requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 39.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 39.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 20 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately 21 with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice 22 shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any 23 breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of 24 CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable 25 control, and repeated or continued violations of COUNTY ordinances unrelated to performance 26 under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless 27 disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to 28 terminate this Contract Agreement shall relieve COUNTY of all further obligations under this Contract. 41.2 Agreement. 1 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon 2 notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to 3 cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, 4 and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available 6 to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 7 transitioning all data in the format determined by COUNTY. 41.3 . 8 In the event of termination of this ContractAgreement, cessation of business by 9 CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide 10 services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to 11 promptly provide to COUNTY the COUNTY data if requested to do so on such media as 12 reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract13 Agreement. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance CLC3122 Page 39 of 43 of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately CLC3122 Page 40 of 43 comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and WDM0922 Page 40 of 44 April 15, 2022 repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR 42.1 Either PARTY may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue WDM0321 Page 38 of 41 May 17, 2021 to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 42.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 42.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or DocuSign Envelope ID: EDEAB430-1500-48C5-AAF6-4904D0AD00E7 transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 42.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if DocuSign Envelope ID: 44282CE5-6473-48DF-9776-506176377993 requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 43.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 40.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 40.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 40.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 40.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 40.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 44.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 44.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 44.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 44.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 44.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 26 45.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, penalty 27 immediately with cause or after thirty (30) days written notice without cause, 28 unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, be defined as include but not be limited, limited to any breach of contract, any partial misrepresentation whether negligent or willful, or fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, Agreement that in the reasonable opinion of COUNTY, COUNTY indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to 4 6 8 terminate this Contract Agreement shall relieve COUNTY of all further obligations under 9 this Contract. 41.2 Agreement. of this Agreement (“Transition Period”), prior to the expiration date of this Agreement, or upon notice of termination For ninety (90) calendar days prior to the expiration date of this Contract10 45.2 11 12 Upon termination, or upon notice of termination of this Contract (“Transition Period”)thereof, CONTRACTOR XXXXXXXXXX agrees to cooperate with ADMINISTRATOR transitioning all data in the orderly transfer of service responsibilities, case records, and pertinent documentsformat determined by COUNTY. The Transition Period may be modified as CONTRACTOR also shall assist COUNTY in extracting and/or alteration. agreed upon in writing by the partiesParties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data The Transition Period may be modified as 13 ADMINISTRATOR in the format determined by COUNTY. 41.3 In the event orderly transfer of termination service responsibilities, active case 14 records, and pertinent documents. 15 COUNTY is then or is alleged to be in breach of this Contract, cessation of Agreement. business by CONTRACTOR, CONTRACTOR or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.if

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall FDA0121 Page 38 of 41 March 3, 2021 include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with FDA0121 Page 39 of 41 March 3, 2021 written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance DocuSign Envelope ID: 9AF40527-22C4-4230-B711-536D5ED76CF0 under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application DocuSign Envelope ID: 9AF40527-22C4-4230-B711-536D5ED76CF0 thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 40.1 ADMINISTRATOR may terminate this Contract without cause after thirty (30) days written notice. Either party may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date as outlined in Subparagraph 10.2 of mailingthis Contract. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOReither party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR either party of the right to terminate this Contract for cause, or exercise by the ADMINISTRATOR to terminate without cause, shall relieve COUNTY the parties of all further obligations under this Contract. 41.2 40.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined mutually by COUNTY.COUNTY and CONTRACTOR.‌ 41.3 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 40.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding binding‌ on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 40.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate Throughout the term of this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of Board specifically reserves the right to terminate the employment of the Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or capriciously call for Assistant Superintendent 's dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (3) days’ written notice of the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this Contract agreement shall relieve COUNTY prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, no further compensation shall be paid to Assistant Superintendent. The Assistant Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all further obligations under this Contract. 41.2 For elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Assistant Superintendent from any action taken by the Board. Assistant Superintendent has the right to be represented by counsel at his sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse him for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided he gives the Board at least ninety (90) calendar days days’ notice prior to the expiration effective date of this Contractthe resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, or upon notice the maximum severance obligation of termination the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period contract may not be modified as agreed upon in writing by during the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination course of this Contract, cessation of business by CONTRACTOR, contract term or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding the contract is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decisionby either party. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may DocuSign Envelope ID: 7300CE4E-5385-4DED-A457-AB32C02A1A47 be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 44.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 44.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 44.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 44.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 44.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 43.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision.decision.‌ 41.5 43.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise DocuSign Envelope ID: A47F6659-4FF3-4C44-AC99-FFC4F23F21E0 specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this DocuSign Envelope ID: A47F6659-4FF3-4C44-AC99-FFC4F23F21E0 Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 43.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 43.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 43.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 43.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 43.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.COUNTY.‌ 41.3 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision.decision.‌ 41.5 43.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate Throughout the term of this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of Board specifically reserves the right to terminate the employment of the Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or capriciously call for Assistant Superintendent's dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (3) days’ written notice of the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this Contract agreement shall relieve COUNTY prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, no further compensation shall be paid to Assistant Superintendent. The Assistant Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all further obligations under this Contract. 41.2 For elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Assistant Superintendent from any action taken by the Board. Assistant Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided she gives the Board at least ninety (90) calendar days days’ notice prior to the expiration effective date of this Contractthe resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, or upon notice the maximum severance obligation of termination the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period contract may not be modified as agreed upon in writing by during the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination course of this Contract, cessation of business by CONTRACTOR, contract term or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding the contract is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decisionby either party. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 42.1 ADMINISTRATOR may terminate this Contract Agreement without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract Agreement shall relieve COUNTY of all further obligations under this ContractAgreement. 41.2 42.2 For ninety (90) calendar days prior to the expiration date of this ContractAgreement, or upon notice of termination of this Contract Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 42.3 In the event of termination of this ContractAgreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this ContractAgreement. 41.4 42.4 The obligations of COUNTY under this Contract Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this ContractAgreement, reduce COUNTY’s maximum funding obligation, or modify this ContractAgreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 42.5 If any term, covenant, condition, or provision of this Contract Agreement or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ‌ 44.1 ADMINISTRATOR may terminate this Contract without cause after thirty (30) days written notice. Either party may terminate this Contract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date as outlined in Subparagraph 10.2 of mailingthis Contract. Cause shall include, but not be limitedlimited to, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOReither party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, termination of COUNTY funding as outlined in Subparagraph 44.4 and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR either party of the right to terminate this Contract for cause, or exercise by the ADMINISTRATOR to terminate without cause, shall relieve COUNTY of all further obligations under this Contract.DocuSign Envelope ID: 71EEDA4D-DB66-401C-912F-02838736BA4E 41.2 44.2 For ninety (90) calendar days prior to the expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTYCOUNTY and CONTRACTOR. 41.3 44.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 44.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, terminated: (i) ADMINISTRATOR may shall immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this without penalty to either party; (ii) ADMINISTRATOR shall provide CONTRACTOR with prior written notification of its decisions to immediately terminate the Contract, without penalty. The ; (iii) such decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. ; and, (iv) CONTRACTOR shall immediately comply with ADMINISTRATORADMINSTRATOR’s decision. In the event funding is reduced, ADMINISTRATOR shall request to amend the Contract to reduce COUNTY’s maximum obligation upon thirty (30) days’ prior written notice to CONTRACTOR sent in accordance with the Notices section of this Contract. Upon CONTRACTOR’s receipt of such request, the parties shall negotiate in good faith, DocuSign Envelope ID: 71EEDA4D-DB66-401C-912F-02838736BA4E an amendment reducing COUNTY’s maximum obligation and a proportionate reduction in CONTRACTOR’s service obligations. Prior to being effective, any such amendment must be agreed upon and signed by both parties. 41.5 44.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Contract shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty(a) In addition to, immediately with cause or after thirty (30) days written notice without causeand not in lieu of, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall includetermination provisions set forth in Section 6 herein, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance employment of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in Executive hereunder may be terminated by the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days Company prior to the expiration termination date of this Contractthe initial term or any renewal term thereafter (as set forth in Section 2 hereof) in the event that the Executive is gull(i) reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misteasance, or (iii) any act of dishonesty by the Executive with respect to the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall c-institute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective immediately upon delivery of written notice of to the Executive setting forth the reason or reasons for such termination. Upon the termination of this Contract (“Transition Period”Agreement in accordance with this Section 11(a), CONTRACTOR agrees the Company shall not be obligated to cooperate with ADMINISTRATOR in make any further payments hereunder to the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTYExecutive. 41.3 In (b) Notwithstanding any provisions in without CauseAgreement the contrary, the Company may terminate the employment of the Executive , but in such event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR Company shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If obligated to pay the Executive any term, covenant, condition, or provision of this Contract or and all amounts payable to the application thereof is held invalid, void, or unenforceable, Executive pursuant to Section 4 above for the remainder of the provisions initial term or the extended term, as the case may be, of the Agreement in this Contract effect immediately prior to such termination (the "Remainder Term"), and the Company shall remain also continue for the Remainder Term to permit the Executive to receive or participate in full force and effect and shall in no way be affected, impaired, or invalidated therebyall fringe benefits available to him pursuant to Section 5 above.