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DocuSign Envelope ID:97E7FB2F-4A49-4E05-994C-9FDFA565D6C7 <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. Either party may <br /> terminate this Agreement upon notice to the other party that obligations pursuant to this <br /> Agreement are made impractical due to declarations of emergency by Orange County or <br /> by North Carolina due to events directly impacting Orange County. Both parties shall <br /> remain responsible for all payment and performance due up to the receipt of such notice, <br /> but shall have no further obligation or responsibility beyond that date provided the <br /> terminating party has taken all reasonable steps to complete the performance of its <br /> obligations. <br /> c. Provider shall be permitted to withdraw from representation whenever required or <br /> permitted to do so by law. In addition, Provider may withdraw as counsel at any time if <br /> withdrawal can be accomplished without material adverse effects on the interests of <br /> County, or if. 1) County persist in a course of action involving a lawyer's services that <br /> the lawyer reasonably believes to be criminal or fraudulent; 2) County have used the <br /> lawyer's services to perpetrate a crime or fraud; 3) County insist upon pursuing an <br /> objective that the lawyer considers repugnant or imprudent; 4) County fail substantially <br /> to fulfill an obligation to Provider regarding the Firm's services (including, but not <br /> limited to, County financial obligations under this Agreement) after reasonable warning <br /> from the lawyer that the lawyer will withdraw unless the obligation is fulfilled; 5) the <br /> representation will result in an unreasonable financial burden on the lawyer or has been <br /> rendered unreasonably difficult by County; or 6) where other good cause for withdrawal <br /> exists. <br /> d. 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. Upon request of the County, <br /> the Provider shall submit to County all relevant documentation, including but not <br /> limited to,job cost records, to support its claims for final compensation. <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; provided, however, that the Provider <br /> shall be entitled to retain a copy of its client file relating to the Project consistent <br /> with Section 10.d of this Agreement. <br /> e. 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 Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement. <br /> f. Suspension. County may suspend the Basic Services and this Agreement at any time for <br /> 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 Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County. <br /> Revised 07/20 <br /> 6 <br />