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DocuSign Envelope ID:4707631 D-C830-4BA5-B9EB-926C6FB1 F07D <br /> (c) Attachment B of this Agreement details projected operating costs as of <br /> the date listed on Attachment B. It is acknowledged and agreed by ORANGE <br /> COUNTY and PROVIDER that the figures in Attachment B will increase at a rate of <br /> three percent (3%) per year unless otherwise agreed to by ORANGE COUNTY and <br /> PROVIDER in writing. Attachment B (i.e., current operating costs) and supporting <br /> documentation will be provided to ORANGE COUNTY by PROVIDER within ten (10) <br /> days of ORANGE COUNTY's written request. <br /> 10. TERMINATION FOR CAUSE. This Agreement may be terminated <br /> immediately, unless otherwise stated in Section 13,by either party for cause: <br /> (a) In the event that the other party fails or refuses to pay any amounts due <br /> under this Agreement and such failure continues for ten (10)business days; <br /> (b) In the event that the other party fails or refuses to perform any other <br /> obligation required under this Agreement, and such failure or refusal continues for <br /> thirty(30) days after written notice thereof <br /> 11. EFFECT OF TERMINATION. Immediately upon termination of this <br /> Agreement by either party for any reason: <br /> (a) All duties, responsibilities and other obligations of each party hereunder <br /> shall terminate, except for the payment of any amounts due and owing to PROVIDER <br /> at the time of termination. <br /> (b) Each party shall immediately return to the other party all equipment, <br /> software, books, records, tools and any other personal property owned by the other <br /> party that are in such party's possession. ORANGE COUNTY shall allow PROVIDER <br /> full and unrestricted access to enter into the On Site Location(s) and immediately <br /> remove all equipment and other items of personal property owned by PROVIDER <br /> without being deemed guilty of trespass or any other violation of the law. All inventory <br /> records, sales history, sales analysis and all other information generated by <br /> PROVIDER under this Agreement will be returned to ORANGE COUNTY. <br /> Nothing contained in this Section shall be deemed a waiver of, or in any other <br /> manner impair or prejudice, any other legal rights that either party may have against <br /> the other party for any breach of this Agreement. The provisions and obligations of <br /> Sections 6, 12, and 13 shall survive the termination of this Agreement for any reason. <br /> 12. BUY BACK OF INVENTORY. Upon termination, expiration, or non-renewal <br /> of the contract, PROVIDER shall have the option to require ORANGE COUNTY to <br /> purchase any Inventory specifically branded for use by ORANGE COUNTY where such <br /> branding reasonably prohibits the use of that inventory by other entities, and ORANGE <br /> COUNTY shall have the option to purchase all Inventory, owned by PROVIDER and <br /> located in the On Site Location(s) at PROVIDER's current acquisition cost. The <br /> Inventory contemplated for purchase by ORANGE COUNTY will be mutually agreed <br /> upon by both parties. <br /> 15 <br />