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The records and documentation referred to in the above paragraph shall be subject to one (1) annual audit at a reasonable time during this contract, with at least thirty (30) days written notice; provided, however, such activity shall be conducted only during normal business hours of the Society and at the expense of the County, which expense shall not be paid out of or deducted from the compensation described in Article 5.0. Any such audit shall be limited to records and documentation relating to revenues and expenditures of funds provided by or due to the County. ARTICLE 11.0- TERMINATION 11.1 This Contract may be terminated by the County at its convenience, by giving 180 days written notice to the Society. The County may, if due to the fault of the Society, without prejudice to any other right or remedy, after 90 days written notice, terminate this Contract if: A. The Society is adjudged to be bankrupt or insolvent. B. The Society makes any assignment for the benefit of creditors. C. A trustee or receiver is appointed for the Society or for any of the Society's property. D. The Society files a petition or seeks in any manner to take advantage of any debtor's actor to reorganize under bankruptcy or any similar law. E. The Society violates any material provision of this Contract and has failed to cure such violation after 30 days written notice from the County, which describes the alleged violation, and requests cure. 11.2 The Society may terminate this Contract by submitting a written notice to the County dated not less than 180 days prior to the termination date and stating the reason(s) for such termination. 11.3 Termination is effective on the date specified on the written notice. In any event of termination under this paragraph, the Society shall be paid for all animals received until termination, and shall retain all rights and remedies, if any, provided by law. ARTICLE 12.0 -NOTICES AND ADDRESSES 12.1 NOTICES BY SOCIETY TO COUNTY: All notices required and/or made pursuant to this Contract to be given by the Society to the County shall be given by the United States Postal Services, Certified Mail, Return Receipt Requested, to the following County address of record: Indian River County Department of Emergency Services 422543 rd Avenue Vero Beach, Florida 32967 Attention: Director of Emergency Services 12.2 NOTICES BY COUNTY TO SOCIETY: All notices required and/or made pursuant to this Contract to be given by the County to the Society shall be made in writing and shall be by the United States Postal Service, Certified Mail, Return Receipt Requested, to the following Society's address of record: Humane Society of Vero Beach and Indian River County, Inc. 6230 771h Street Vero Beach, FL 32967 Attention: Michael J. Mandel, Executive Director M P145