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5 Termination. <br />5.1 ~:....;..:-:...;..;..;;..;;.;...;;..;....;;;.;;..,;--:....:....;...;;.~:.;..;:.....:::..;:;;...:;~. Notwithstanding any other provision of this <br />Agreement, at any time and without cause, ABAG, PACE Provider, or any <br />Participating Entity shall have the right, in its sole discretion, to terminate this <br />Agreement by giving 30 days written notice to the other Party to this <br />Agreement; provided that a party's termination of this Agreement under this <br />section shall not automatically terminate any other agreement or contract <br />between the other parties. <br />5.2 Termination for Cause. Notwithstanding any other provision of this Agreement, <br />should the PACE Provider fail to uphold any of its obligations under this <br />Agreement in a material way, within the time and in the manner herein <br />provided, or otherwise materially violate any of the terms of this Agreement, <br />ABAG or a Participating Entity may, after providing the PACE Provider with a <br />thirty (30) day cure period, immediately terminate this Agreement by giving <br />PACE Provider written notice of such termination, stating the reason for <br />termination; provided that the termination of this Agreement shall not <br />automatically terminate any other agreement or contract between or among <br />the parties. <br />5.3 Delivery of Data and Information upon Termination. In the event of <br />termination, PACE Provider, within 14 days following the date of termination, <br />shall deliver to the extent legally permitted to Participating Entity all raw data <br />and information in an editable electronic format as outlined in and subject to <br />the terms of Section 2.5, Document, Data, and Information Policies. <br />5.4 Authority to Terminate. The Executive Director of ABAG has the authority to <br />terminate this Agreement on behalf of ABAG <br />5.5 Effect of Termination. Termination of this Agreement by ABAG or Participating <br />Entity shall not affect the ability to levy and collect assessments and the PACE <br />Provider's ability to issue bonds for assessment contracts located within the <br />jurisdiction of such entity which have been entered into prior to the date of <br />termination. <br />In the event of termination pursuant to this Section 5 by ABAG, ABAG may <br />notify all Participating Entities of said termination. <br />6 Hold Harmless, Indemnity and Waiver of Subrogation. <br />To the fullest extent allowed by law, PACE Provider shall defend, indemnify, save <br />harmless and waive subrogation against the ABAG, and its members, elected and <br />appointed officials, officers and employees (Indemnitees) against any and all liability, <br />or including reasonable ':lTTnrr'\ou'C' from