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In the event of such termination, all finished cr unfinished documents and 2 0 <br /> other materials collected or produced under this contract (as more fully <br /> described in paragraph 1.5 hereof) shall, at the option of COG, become its <br /> property (subct 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 cr materials. Notwithstanding the foregoing, <br /> the Agency shall not be relieved of liabilitiy 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-off for damages <br /> caused by the Agency's breach, until such time as the exact amount of damages <br /> tP COG from the Agency is determined. <br /> • 32. Termination far Lack of Funds. In the event of prospective termination <br /> --due to norr-receipt of funds with which to carry out 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 finished cr unfinished documents and other materials as <br /> described in paragraph 15 above shall, at the option of the COG, become its <br /> property (subct 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 /> AGENCY: <br /> BY: - <br /> Chairman or Designated Official Date <br /> TRIANGLE J COUNCIL. OF GOVERNMENTS: <br /> BY: . <br /> Executive Director Date <br /> APPROVED AS TO LEGAL FORM: <br /> Counsel, Triangle J Council. of Governments <br /> . . _ <br />