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Revised 6/20 <br />6 <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by the County and for its convenience upon seven (7) days’ prior written notice to <br />the PHS. <br /> <br />b. Other Termination. PHS 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. PHS shall give the County thirty (30) days' prior written <br />notice of its intent to terminate this Agreement for cause. <br /> <br />c. Compensation After Termination. <br /> <br />i) In the event of termination, the County shall be paid that portion of the fees and <br />expenses that the employee has earned to the date of termination. <br /> <br />ii) Should this Agreement be terminated, the County shall deliver to PHS within <br />thirty (30) days, at no additional cost, all deliverables including any electronic data <br />or files relating to this Agreement. <br /> <br />d. Waiver. The continuation of services by the County under this Agreement or the failure <br />of the County to require compliance by the PHS 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 /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the PHS each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the PHS shall assign or transfer its interest in this Agreement without the <br />written consent of the other. <br /> <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. Provider shall at all times remain in compliance with all applicable local, <br />state, and federal laws, rules, and regulations and the Orange County Non- <br />Discrimination Policy and Orange County Living Wage Policy (each policy is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any <br />violation of this requirement is a breach of this Agreement and County may immediately <br />terminate this Agreement without further obligation on the part of the County. This <br />paragraph is not intended to limit and does not limit the definition of breach to <br />discrimination. By executing this Agreement Provider affirms that Provider and any <br />subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any <br />agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- <br />DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA