Orange County NC Website
Browse       Search
9. Termination <br />Termination for Convenience. This Agreement may be terminated by either party upon thirty <br />(30) days prior written notice. <br />b. Compensation After Termination. <br />i) In the event of termination, VisionPoint shall be paid that portion of the fees and expenses <br />that it has earned to the date of termination, less any costs or expenses incurred or <br />anticipated to be incurred by the County due to errors or omissions of VisionPoint. <br />ii) Should this Agreement be terminated, VisionPoint shall deliver to the County within <br />seven (7) days, at no additional cost, all deliverables including any electronic data or files <br />relating to the Project. <br />Waiver. No term of this Agreement shall be deemed waived, and no breach of this Agreement <br />excused, unless the waiver or consent is in writing signed by the party granting such waiver or <br />consent. <br />10. Additional Provisions <br />a. Delays. Neither party shall be liable for any delays or failures in performance due to <br />circumstances beyond its reasonable control. <br />b. Limitation and Assignment. The County and VisionPoint each bind themselves, their successors, <br />assigns and legal representatives to the terms of this Agreement. Neither the County nor <br />VisionPoint shall assign or transfer its interest in this Agreement without the written consent of <br />the other. <br />c. Governing Law, This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non - performance of, this Agreement shall be <br />brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute <br />prior to the bringing of such suit or action. <br />e. Entire Agreement. This Agreement together with 'Exhibit A, all Statements of Work and <br />Purchase Orders represents the entire . and integrated agreement between the County and <br />VisionPoint and supersedes all prior negotiations, representations or agreements, either written <br />or oral. In the event of a conflict between the documents the terms of the Agreement shall <br />prevail. This Agreement may be amended only by written instrument signed by both parties. <br />Modifications may be evidenced by facsimile signatures. Changes in scope or nature of services <br />or fees may be modified through the Change Order Process by mutual consent of the parties. <br />f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, <br />the remainder of this Agreement shall be valid and binding upon the Parties. <br />g. Non - Appropriation. VisionPoint acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority of <br />its statutory mandate. <br />In the event that public funds are unavailable and not appropriated for the performance of <br />Revised May 9, 2012 <br />8 <br />