Orange County NC Website
5 <br /> <br /> <br />7. Termination <br /> <br />a. Termination for Convenience by Either Party. This Agreement may be terminated <br />without cause by either Party and for its convenience upon twenty-one (21) days’ prior <br />written notice to the other Party. Termination of this Agreement, shall not form the <br />basis of any claim for anticipated profits by either Party. <br /> <br />b. Other Termination. The Parties may terminate this Agreement based upon material <br />breach of this Agreement, provided, the other Party has not taken all reasonable actions <br />to remedy the breach. The non-breaching Party shall give the other Party seven (7) <br />days' prior written 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 pay the University that portion of the <br />fees and expenses that it has earned to the date of termination. <br /> <br />ii. Waiver. The payment of any sums by the County under this Agreement, the failure <br />of either Party to require compliance by the other Party with any provisions of this <br />Agreement, or the waiver by either Party of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by either Party for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />iii. Suspension. County may suspend the Basic Services and this Agreement at any <br />time for County’s convenience and without penalty to County upon three (3) days’ <br />express written notice to University. <br /> <br />8. No Warranties or Representations <br /> <br />The University hereby disclaims all warranties of any kind related to the UNC Lot, <br />including any implied warranties of title, merchantability, fitness for a particular purpose <br />or non-infringement. The University makes no commitment or representation regarding <br />quality, sufficiency, fitness for any particular purpose. The County agrees to accept the <br />UNC Lot in as-is, where-is condition, with all faults. The County is responsible for <br />ensuring that the UNC Lot achieves and maintains the requirements for the County’s <br />purposes. <br /> <br />9. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the University each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. <br />Neither the County nor the University shall assign or transfer its interest in this <br />Agreement without the 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 />DocuSign Envelope ID: 3663C0BF-8C5D-49C3-903B-FA0BAD67CBC9