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12.0 TERMINATION <br /> 12.1 The Lead Agency may at any time terminate this Agreement if the Business Account <br /> fails to make timely and effective payment of all amounts due, or otherwise materially <br /> breaches the Agreement, or acts in manner indicating that it intends to not comply, or is <br /> unable to comply, with the Agreement. To effect such a termination for cause, the Lead <br /> Agency shall send email notice to the last known email address for the last known <br /> primary contact person of the Business Account describing the manner in which the <br /> Business Account is in default and the effective date of termination. If the basis for <br /> termination is a failure to perform that can be cured, the termination shall not take effect <br /> so long as the Contractor cures the default within ten (10) calendar days of the sending <br /> of the email notice. Upon the effective date of such termination, the Lead Agency may <br /> immediately terminate the website access privileges of the Business Account, block the <br /> Business Cards issued to the Business Account and decline to accept and fulfill any <br /> pending or new orders from the Business Account. In the event of such a termination <br /> for cause, the Business Account shall not be entitled to any refund of any amounts paid. <br /> 12.2 Either the Business Account or the Lead Agency may terminate the Agreement without <br /> cause and for its own convenience by sending the other party written or email notice at <br /> least thirty (30) days in advance of the effective date of the termination. Upon receipt of <br /> a notice of termination for convenience from the Business Account, the Lead Agency <br /> may, in its sole discretion, waive the advance notice period and immediately terminate <br /> the website access privileges of the Business Account, initiate a Card Block on the <br /> Business Cards issued to the Business Account, and decline to accept and fulfill any <br /> pending or new orders from the Business Account. In the event of such a termination <br /> for convenience and not cause, the amounts due under this Agreement shall be <br /> calculated by the Lead Agency. (The amounts due for the ORCA Passport Product and <br /> any optional products listed in Attachment 1 shall be the annual amounts due prorated <br /> for the number of months during which the Passport Product and optional products were <br /> valid for at least one day.) If the Business Account has not paid in full all of the amounts <br /> due under this Agreement as of the termination date, the Business Account shall <br /> immediately pay the remaining amount due. If the Business Account has paid more than <br /> all of the amounts due under this Agreement as of the termination date, the Business <br /> Account shall be entitled to a refund of the excess it has paid. <br /> 12.3 Notwithstanding any termination of the Agreement, the Business Account shall remain <br /> liable to satisfy and comply with all of its obligations under this Agreement and at law <br /> with regard to, or arising out of, any orders submitted or any of its acts or omissions <br /> occurring prior to the effective date of the termination, including but not limited to paying <br /> all amounts due or incurred prior to the effective date of the termination and any fees, <br /> charges, collection costs or other costs arising from a failure to make timely and effective <br /> payment. <br /> 13.0 EXCLUSION OF WARRANTIES <br /> 13.1 ALL ORCA SERVICES PROVIDED ARE PROVIDED ON AN "AS IS" AND "AS <br /> AVAILABLE" BASIS. ANY USE OF THE ORCA SERVICES IS AT THE BUSINESS <br /> ACCOUNT'S SOLE DISCRETION AND RISK. <br /> 13.2 BY WAY OF EXAMPLE, AND NOT LIMITATION, THE LEAD AGENCY AND EACH OF <br /> THE OTHER AGENCIES SPECIFICALLY DO NOT REPRESENT AND WARRANT <br /> THAT: <br /> ORCA Passport Agreement Page 10 of 23 <br /> City of Everett BA ID: 1891 <br /> January 1, 2017-December 31,2017 <br />