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DocuSign Envelope ID:68F4D2C0-E330-423E-BCO2-F830CC1A8435 <br /> expiration of the Initial Term and any Renewal Term (as defined below), this Agreement may be <br /> renewed for up to two, separate one (1)year renewal periods (each such one-year renewal period <br /> being a"Renewal Term") upon mutual agreement of the parties to each such Renewal Term, and <br /> on such terms and conditions for each such Renewal Term as the parties may agree. The Initial <br /> Term and all Renewal Terms are, collectively,the "Term." <br /> 5.2 Termination. <br /> (a) By LESI. LESI may terminate this Agreement, without prejudice to any <br /> other remedy LESI may have, immediately without further obligation to Client, in the <br /> event of(1) any material breach by Client of its obligations under this Agreement which <br /> cannot be remedied within thirty (30) days of LESI's notice to Client of the breach and <br /> LESI's intent to terminate the Agreement; or (2) Client's making an assignment for the <br /> benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, <br /> under the reorganization or arrangement provisions of the United States Bankruptcy <br /> Code, or under the provisions of any law of like import in connection with Client, or the <br /> appointment of a trustee or receiver for Client or its property. <br /> (b) By Client. Client may terminate the License, without prejudice to any <br /> other remedy Client may have, in the event of (1) any material breach by LESI of its <br /> obligations under this Agreement which is not remedied within thirty (30) days of <br /> Client's notice to LESI of the breach and Client's intent to terminate the Agreement; or <br /> (2) LESI's malting an assignment for the benefit of its creditors, the filing under any <br /> voluntary bankruptcy or insolvency law, under the reorganization or arrangement <br /> provisions of the United States Bankruptcy Code, or under the provisions of any law of <br /> like import in connection with LESI, or the appointment of a trustee or receiver for LESI <br /> or its property. Termination shall not relieve Client's obligation to pay all amounts <br /> which are due and payable as of the effective date of such termination. <br /> (c) Non-Appropriation. Provider acknowledges that County is a <br /> governmental entity, and the validity of this Agreement is based upon the availability of <br /> public funding under the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action,which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> of such limitation or change in County's legal authority. <br /> 3 <br /> WCSR 33289183v5 <br /> WCSR 33289183x5 <br />