Orange County NC Website
DocuSign Envelope ID:263713C2-C652-4F0D-A49E-D7FE86601625 <br /> a. Termination for Convenience of the County. This Agreement may be terminated without cause by <br /> the County and for its convenience upon seven(7) days prior written notice to the Provider. <br /> b. Other Termination. The Provider may terminate this Agreement based upon the County's material <br /> breach of this Agreement;provided,the County has not taken all reasonable actions to remedy the <br /> breach. The Provider shall give the County seven(7) days'prior written notice of its intent to <br /> terminate this Agreement for cause. <br /> c. Compensation After Termination. <br /> i)In the event of termination, the Provider shall be paid that portion of the fees and expenses that it <br /> has earned to the date of termination,less any costs or expenses incurred or anticipated to be incurred <br /> by the County due to errors or omissions of the Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven(7) <br /> days, at no additional cost, all deliverables including any electronic data or files relating to the <br /> Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the waiver <br /> by the County of any breach of this Agreement shall not constitute a waiver of any claim for <br /> damages by the County for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. <br /> e. Suspension. County may suspend the Services at any time for County's convenience and without <br /> penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider <br /> shall discontinue the work and shall not resume the work until notified to proceed by County. <br /> 11.Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, <br /> assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Provider <br /> shall assign or transfer its interest in this Agreement without the written consent of the other. <br /> b. 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. By <br /> executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and <br /> shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br /> executing this Agreement Provider certifies that Provider has not been identified, and has not utilized <br /> the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. <br /> 147-86.58. <br /> c. Non-Discrimination and Living Wage. Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations. Provider shall at <br /> Revised 2/17 6 <br />