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term , " Uniform Commercial Code , " means the Uniform Commercial Code as adopted in the State of Florida as of the date of this Contract . Article 23 . Right Of Assurance - Whenever a party to this Contract in good faith has reason to question the other party ' s intent to perform he may demand that the other party give written assurance of his intent to perform . In the event that a demand is made and no assurance is given within five ( 5 ) days , the demanding party may treat this failure as an anticipatory repudiation of this Contract . Article 24 . Termination - A . For Cause / Default - County may terminate this Contract for cause at any time in accordance with the provisions of this Contract including , but not limited to , Article 25 , Default and Remedies For Default. B . Without Cause - County may terminate this Contract without cause , for any reason , or no reason , so long as County provides one hundred twenty ( 120 ) days prior notice to Contractor. This Contract shall terminate one hundred twenty ( 120 ) days after Contractor' s receipt of notice . County agrees that in the event this Contract terminates without cause during the first ( 151 ) year of this Contract ' s term , County shall pay Contractor the average of the morithly invoices billed to County for the remaining months during the first ( 15t) year. For example , assuming the average of the monthly invoices is $ 200 per month and County terminates this Contract without cause during the tenth ( 10th ) month of this agreement , County would pay $ 200 for months eleven ( 11 ) and twelve ( 12 ) . Assuming County terminates this Contract without cause effective in month thirteen ( 13 ) , no payments for succeeding months shall be due from County . C . Can Still Terminate For Cause After Notice Of Termination Without Cause Has Been Issued - County may still terminate this Contract for cause even if County has already notified Contractor that County shall terminate this Contract without cause . Nothing in this Contract shall be deemed or construed to prohibit the exercise of COUNTY' s right to terminate for cause hereof at any time after COUNTY's right to terminate without cause hereof has been exercised but has not yet become effective . In the event of a conflict between the effective date of a notice of termination for cause and the effective date of a notice of termination without cause , this Contract shall terminate on the earlier of the Early Termination Date or the Day on which the notice of termination without cause becomes effective . Article 25 . Default And Remedies For Default A . County May Terminate If Contractor Defaults . If any one or more of the following events shall occur and be continuing , it is here defined as and declared to constitute an " event of default" or " default" under this Contract : 1) Failure To Comply With Terms Of Contract. Default in the due observance , performance or compliance with any provision of this Contract by Contractor and that default shall continue for twenty ( 20 ) calendar days after County has notified Contractor of the default ( or such longer period as shall be reasonably required to cure the default , provided that Contractor has commenced the cure within twenty ( 20 ) calendar days and Contractor diligently prosecutes the indianrivercontract4001 . doc Page 5 of 25 Document last printed 05/ 18/00 10 : 39 AM