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County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County seven (7) <br />days' prior written notice of its intent to terminate this Agreement for cause. Either party <br />may terminate this Agreement upon notice to the other party that obligations pursuant to <br />this Agreement are made impractical due to declarations of emergency by Orange <br />County or by North Carolina due to events directly impacting Orange County. Both <br />parties shall remain responsible for all payment and performance due up to the receipt of <br />such notice, but shall have no further obligation or responsibility beyond that date <br />provided the terminating party has taken all reasonable steps to complete the <br />performance of its obligations. <br /> <br />a. c. Compensation After Termination. <br /> <br />i. i) In the event of termination, the Provider shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of the Provider. Upon request of the County, the Provider shall submit <br />to County all relevant documentation, including but not limited to, job cost <br />records, to support its claims for final compensation. <br /> <br />i. 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. <br /> <br />a. d. Waiver. The payment of any sums by the County under this Agreement or the <br />failure of the County to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the County of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />a. e. 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 />notice to Provider. Upon any suspension by County, Provider shall discontinue work on <br />the Basic Services and shall not resume the Basic Services until notified to proceed by <br />County. <br /> <br />a. 11. Additional Provisions <br /> <br />a. a. Limitation and Assignment. The County and the Provider each bind themselves, <br />their successors, assigns and legal representatives to the terms of this Agreement. <br />Neither the County nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. <br /> <br />a. b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br />rights of respective parties hereunder shall be governed by the laws of the State of North <br />Carolina. 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 />DocuSign Envelope ID: 0CC35688-16D4-42C6-A854-F02527265093