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invoice for the agreed fixed monthly fee to County by the 5th of each month. <br />County will remit payment to contractor within 15 business days of <br />submission of monthly invoices, subject to approval by the County's Tax <br />Administrator. <br />d. County will reimburse Contractor for all vehiculaz travel performed in <br />furtherance of this contract at the prevailing mileage rate in effect at the time <br />of travel, as paid by the Orange County Finance Office for County-related <br />travel. Mileage expenses, and other reasonable and necessary out-of-pocket <br />expenses, if any, will be reimbursed by County to Contractor along with <br />monthly invoice remittances, subject to Contractor's timely submission of <br />valid receipts for any such expenses and approval by the County's Tax <br />Administrator. Any additional chazges must be mutually agreed to in <br />advance by County and Contractor and documented in writing with a letter <br />signed by authorized representatives for County and Contractor, and, subject <br />to budgeted funds, a purchase order may then be issued by the County to <br />cover such chazges. <br />4. Term. The term of the Agreement shall be from October 1, 2009 until the project is <br />completed to the satisfaction of the County and the Agreement is terminated; or as of <br />December 31, 2010, whichever shall come sooner; but, may be extended by mutual <br />agreement of County and Contractor by written amendment. <br />5. Termination. <br />a. Termination Without Cause -County may terminate this contract without ca.use <br />by giving 30 days written notice to Contractor. In that event, all finished or <br />unfinished deliverable items prepazed by the Contractor under this contract shall, <br />at the option of the County, become its property and the Contractor shall be <br />entitled to receive just and equitable compensation for any satisfactory work <br />completed on such materials, minus any payment or compensation previously <br />made. <br />b. Termination for Cause - If, through any cause, the Contractor shall fail to fulfill <br />its obligations under this contract in a timely and proper manner, the County shall <br />have the right to terminate this contract by giving written notice to the Contractor <br />and specifying the effective date thereof. In that event, all finished or unfimished <br />deliverable items prepazed by the Contractor under this contract shall, at the <br />option of the County, become its property and the Contractor shall be entitled to <br />receive just and equitable compensation for any satisfactory work completed on <br />such materials, minus any payment or compensation previously made. <br />c. Notwithstanding the foregoing provision, the Contractor shall not be relieved of <br />liability to the County for damages sustained by the County by virtue of the <br />Contractor's breach of this agreement, and the County may withhold any payment <br />due the Contractor for the purpose of setoff until such time as the exact amount of <br />3 <br />