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Page 3 of 11 <br />WCSR 33289183v5 <br /> <br />5.2 Termination. <br />(a) By LESI. LESI may terminate this Agreement, without prejudice to any other <br />remedy LESI may have, immediately without further obligation to Client, in the event of (1) any <br />material breach by Client of its obligations under this Agreement which cannot be remedied within <br />thirty (30) days of LESI’s notice to Client of the breach and LESI’s intent to terminate the <br />Agreement; or (2) Client’s making an assignment for the benefit of its creditors, the filing under <br />any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions <br />of the United States Bankruptcy Code, or under the provisions of any law of like import in <br />connection with Client, or the appointment of a trustee or receiver for Client or its property. <br />(b) By Client. Client may terminate the License, without prejudice to any other remedy <br />Client may have, in the event of (1) any material breach by LESI of its obligations under this <br />Agreement which is not remedied within thirty (30) days of Client’s notice to LESI of the breach <br />and Client’s intent to terminate the Agreement; or (2) LESI’s making an assignment for the benefit <br />of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the <br />reorganization or arrangement provisions of the United States Bankruptcy Code, or under the <br />provisions of any law of like import in connection with LESI, or the appointment of a trustee or <br />receiver for LESI or its property. Termination shall not relieve Client’s obligation to pay all <br />amounts which are due and payable as of the effective date of such termination. <br />(c) Non-Appropriation. Provider acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding under the <br />authority of its statutory mandate. <br /> <br />In the event that public funds are unavailable and not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty <br />to County immediately upon written notice to Provider of the unavailability and non-appropriation <br />of public funds. It is expressly agreed that County shall not activate this non-appropriation <br />provision for its convenience or to circumvent the requirements of this Agreement, but only as an <br />emergency fiscal measure during a substantial fiscal crisis. <br /> <br />In the event of a change in the County’s statutory authority, mandate and/or mandated functions, <br />by state and/or federal legislative or regulatory action, which adversely affects County’s authority <br />to continue its obligations under this Agreement, then this Agreement shall automatically terminate <br />without penalty to County upon written notice to Provider of such limitation or change in County’s <br />legal authority. <br /> <br />5.3 Effect of Termination. The expiration or termination of this Agreement (for any reason) shall not <br />relieve either party of any obligation for liabilities accruing prior to the effective date of such expiration <br />or termination (including, without limitation, liability for money owed). Upon the expiration or <br />termination of this Agreement for any reason, Client shall immediately cease all use of the onlinePHQ® <br />system. <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28