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b. HRA may terminate this Agreement upon the breach by Consultant of any of its <br />material covenants contained herein, where such breach shall have continued for a <br />period of thirty (30) days following the receipt by Consultant of a written notice <br />from HRA, specifying the alleged breach; provided, however, if the nature of a <br />non-monetary breach is such that Consultant cannot reasonably cure same in the <br />thirty (30) day period, Consultant shall not be deemed to be in breach if it <br />commences to cure within the thirty (30) day period, and diligently pursues same <br />to completion within ninety (90) days following receipt by Consultant of such <br />written notice. In the event of termination by HRA hereunder, Consultant shall be <br />entitled to fees due to the date the notice of breach is sent by the HRA. <br />c. If Consultant or HRA (as applicable) (i) files a voluntary petition in bankruptcy <br />(ii) files a voluntary petition for reorganization under any bankruptcy law, statute <br />or regulation or other similar statute or regulation, (iii) is adjudicated a bankrupt, <br />(iv) makes an assignment for the benefit of creditors or applies for or consents to <br />the appointment of a receiver or trustee as part of or in conjunction with a <br />"creditor plan" with respect to any substantial part of its assets, or (v) a receiver or <br />trustee is appointed, or an attachment or execution levied with respect to any <br />substantial part of its assets, and said appointment is not vacated, or the <br />attachment or execution not released, within sixty (60) days, then this Agreement <br />shall, effective as of such date, without notice or further action by either party, <br />immediately terminate. <br />d. Consultant may terminate this Agreement upon the breach by HRA of any of its <br />material covenants contained herein, where such breach shall have continued for a <br />period of thirty (30) days following the receipt by HRA of a written notice from <br />Consultant, specifying the alleged breach; provided, however, if the nature of a <br />non-monetary breach is such that HRA cannot reasonably cure same in the thirty <br />(30) day period, HRA shall not be deemed to be in breach if it commences to cure <br />within the thirty (30) day period, and diligently pursues same to completion <br />within ninety (90) days following receipt by HRA of such written notice. In the <br />event of termination by Consultant hereunder. Consultant shall be entitled to <br />retain the entire fee under this Agreement. <br />5. Insurance. <br />a. During the term of this Agreement, the Consultant shall obtain and maintain <br />workers compensation, comprehensive general liability, and automobile liability <br />insurance. Comprehensive general liability insurance shall have an aggregate <br />limit of Two Million Dollars ($2,000,000.00). <br />b. GMC shall procure and provide to the Roseville HRA a Third Party Fidelity bond <br />in the amount of $500,000. Naming the Roseville HRA as protected party, in <br />order to assure proper handling and disbursement of funds under this agreement. <br />fb.us.3166730.04 3 <br />