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6 <br /> <br /> <br />b. Termination by County Upon Expiration of Emergency or Funding. The Parties acknowledge <br />and agree that the Basic Services contemplated by this Agreement are necessary in order to <br />respond to a public health emergency, and the validity of this Agreement is contingent upon the <br />availability of federal and/or state funds. In the event the County determines the Basic Services <br />are no longer necessary to respond to the public health emergency, or in the event federal and/or <br />state funding is not made available to the County in order for the County to perform its <br />obligations under this Agreement, this Agreement may be terminated by the County upon three <br />(3) days’ prior written notice to the Provider. <br /> <br />c. 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 actions <br />to remedy the breach. The Provider shall give the County seven (7) days' prior written notice <br />of its intent to terminate this Agreement for cause. <br /> <br />d. Compensation after Termination. <br /> <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 the <br />Provider. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br />seven (7) days, at no additional cost, all deliverables including any electronic data or <br />files relating to the Project. <br /> <br />e. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br />County to require compliance by the Provider with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br />claim for damages by the County for any breach of this Agreement or a waiver of any other <br />required compliance with this Agreement. <br /> <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 Provider. <br />Upon any suspension by County, Provider shall discontinue work on the Basic Services and <br />shall not resume the Basic Services until notified to proceed by County. <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />County nor the Provider 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 of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. <br />By executing this Agreement Provider affirms that Provider and any subcontractors of <br />Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. By executing this Agreement Provider certifies that Provider has <br />not been identified, and has not utilized the services of any agent or subcontractor identified, <br />on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this <br />Agreement Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor identified, on the list created by the State Treasurer <br />DocuSign Envelope ID: 92BCDD28-5585-44EC-AACE-5AACE73A019A