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DocuSign Envelope ID:73A1D68B-6490-4299-A2E7-F696C988DD75 <br /> b. Other Termination. The Provider may terminate this Agreement based upon the County's <br /> material breach of this Agreement; provided, the County has not taken all reasonable <br /> actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br /> written notice of its intent to 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 <br /> expenses that it has earned to the date of termination, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of <br /> the Provider. <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days, at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this <br /> Agreement or the waiver by the County of any breach of this Agreement shall not <br /> constitute a waiver of any claim for damages by the County for any breach of this <br /> Agreement or a waiver of any other required compliance with this Agreement. <br /> e. Suspension. County may suspend the Basic Services and this Agreement at any time <br /> for County's convenience and without penalty to County upon three (3) days' notice to <br /> Provider. Upon any suspension by County, Provider shall discontinue work on the <br /> Basic Services and shall not resume the Basic Services until notified to proceed by <br /> County. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment.Went. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither <br /> the County nor the Provider shall assign or transfer its interest in this Agreement <br /> without the written consent of the other. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of <br /> Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br /> Provider certifies that Provider has not been identified, and has not utilized the services <br /> of any agent or subcontractor identified, on the list created by the State Treasurer <br /> pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that <br /> Provider has not been identified, and has not utilized the services of any agent or <br /> subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br /> 147-86.81. <br /> Revised 6/19 <br /> 5 <br />