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20 <br /> In the event of such termination, all finished cr unfinished documents and <br /> other materials collected or produced under this contract (as more fully <br /> described in paragraph 15 hereof) shall, at the option of COG, become its <br /> property (subject to full accessibility thereto by the Agency) and the Agency <br /> shall be entitled to receive just and equitable compensation for any satisfactory <br /> work completed on such documents or materials. Notwithstanding the foregoing, <br /> the Agency shall not be relieved of liahilitiy to COG for damages sustained by <br /> COG by virtue of any breach of this contract by the Agency.and COG may <br /> withhold any payments to the Agency for the purpose of set-uff for damages <br /> - caused by the Agency's breach, until such time as the exact amount of damages <br /> to COG from the Agency is determined. <br /> 32. Termination for Lack of Funds. In the event of prospective termination <br /> ."-due to non-receipt of funds with which to carry cut the provisions of this <br /> Contract by giving written notice to the Agency of such termination and <br /> specifying the effective date of such termination. In the event such written <br /> notice is given, all finisheii or unfinished documents and other materials as <br /> described in paragraph 15 above shall, at the option of the COG, become its <br /> property (subject to full accessibility thereto by the Agency) and the Agency <br /> • will be paid for work satisfactorily completed by the termination date according <br /> to the agreed upon unit cost reimbursement. If this Contract is terminated due <br /> to the fault of the Agency, paragraph 24 hereof relative to termination shall <br /> apply. <br /> 33. Applicable Law. This Contract shall be deemed to have been executed <br /> and performed in the State of North Carolina, and all questions of interpretation <br /> and construction shall be construed by the laws of such State. <br /> IN WITNESS WHEREOF, the Contract is executed. <br /> • <br /> AGENCY:ar &14,/ 0 11 arfor/0/55 <br /> BY: / / - <br /> C -rman or Designadr. *fficial Date <br /> TRIANGLE J COUNCIL OF GOVERNMENTS: <br /> BY: <br /> e pirectkr Date <br /> APPROVED AS TO LEGAL FORM: <br /> Counsel, Triangle J Council of Governments <br /> • • . <br />