Orange County NC Website
Browse       Search
DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B <br /> 11. Termination <br /> a. Termination for Convenience. This Agreement and any renewals of this Agreement may <br /> be terminated without cause by either party and for its convenience upon sixty(60) days' <br /> prior written notice to the other party. <br /> b. 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, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of <br /> the Provider. In addition to such amounts earned as of the date of termination, if <br /> OCHD terminates this Agreement pursuant to this Section 11, then OCHD shall <br /> pay to School one half of the remaining fee for the remainder of the term. <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 Services. <br /> c. 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 /> 12. Additional Provisions <br /> a. Limitation and Assi n�. 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 /> b. Governing Law and Priority. This Agreement and the duties, responsibilities, obligations <br /> and rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. By executing this Agreement Provider certifies that Provider has not <br /> 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 <br /> the services of any agent or subcontractor identified, on the list created by the State <br /> Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms <br /> Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North <br /> Carolina General Statutes. In determining the basic services to be provided, should any <br /> documents be referenced in or attached to this Agreement, the terms herein shall have <br /> priority in any conflict between the terms of referenced documents and the terms of this <br /> Agreement. <br /> c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages <br /> with respect to any provision of, or the performance or non-performance of, this <br /> Agreement shall be brought in the General Court of Justice of North Carolina sitting in <br /> Orange County, North Carolina. It is agreed by the parties that no other court shall have <br /> {00122783.DOCX 31Rev. 9/2021 <br />