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<br /> <br /> <br />3 <br /> <br /> <br />Agreement (the “Management Committee”). The Management Committee will consist of the GoTriangle <br />Account Manager, the Customer Account Manager, and other representatives from the management of the <br />Parties and shall meet as issues arise with respect to this Agreement. <br /> <br />5. Notices: Any notice given pursuant to this Agreement shall be deemed given if delivered by <br />hand or overnight express courier or if deposited in the United States Mail, postage paid, certified mail, <br />return receipt requested and addressed as follows: <br /> <br />If to GoTriangle: And with a copy to: <br /> <br />Jeff Mann, President & CEO Shelley Blake, General Counsel <br />GoTriangle GoTriangle <br />P.O. Box 13787 P.O. Box 13787 <br />Research Triangle Park, NC 27709 Research Triangle Park, NC 27709 <br /> <br />If to the Customer: And with a copy to: <br />Human Resources Director Transportation Administrator <br />Orange County Government Orange County Government <br />PO Box 8181 PO Box 8181 <br />Hillsborough, NC 27278 Hillsborough, NC 27278 <br /> <br />GoTriangle will send quarterly invoices to the Customer at the address below: <br /> <br />Human Resources Director <br />Orange County Government <br />PO Box 8181 <br />Hillsborough, NC 27278 <br /> <br />Customer will send monthly Fee payment to GoTriangle at the address below: <br /> <br />Accounts Receivable <br />GoTriangle <br />PO Box 13787 <br />RTP, NC 27709 <br /> <br />6. Right to Terminate: Either Party may terminate this Agreement for convenience at the end <br />of the first year of the initial Term, by giving ninety (90) days advance written notice to the other Party. <br />Either Party may terminate this Agreement for a material breach of the Agreement by giving written notice <br />of the alleged breach and the intent to terminate to the other Party. Material breach of the Agreement <br />includes the failure by GoTriangle to provide the service and passes and the failure by Customer to <br />communicate to and distribute passes to interested employees and pay the Fee. The breaching Party has <br />thirty (30) days to cure the breach. If the breach is not timely cured, or cannot be cured, the non-breaching <br />Party may terminate this Agreement. The Parties will cooperate on a winding down of the program <br />including reasonable notice to Customer’s employees. After the Termination Date, neither Party shall have <br />any duties or responsibilities to the other Party except for the obligations of Customer to pay any amounts <br />owing to GoTriangle hereunder as of the Termination Date, including, without limitation, the Fee. <br />DocuSign Envelope ID: 482E99B7-9A3A-4E92-AA6E-2549FE065DDE