Orange County NC Website
Browse       Search
Revised 12/18 <br />5 <br />maintain and/or correctly and lawfully use the Equipment as agreed to herein. County <br />shall give Provider immediate notice of any claim or liability hereby indemnified against. <br /> <br /> <br />c. Loss and Damage: County shall bear all risk of loss and damage to the E quipment from <br />delivery to County’s site from all causes. No loss or damage to the Equipment shall <br />impair any other obligation of County hereunder. <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br />compensation or a change in duration of this Agreement shall be made by a written <br />Amendment to this Agreement executed by the County and the Provider. The Provider <br />shall proceed to perform the Services required by the Amendment only after receiv ing a <br />fully executed Amendment from the County. <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 Provider. <br /> <br />b. 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 <br />actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br />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 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. <br /> <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 Project. <br /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br />either party to require compliance of the other party with any provisions of this <br />Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of <br />any claim for damages by the parties for any breach of this Agreement or a waiver of <br />any other required compliance with this Agreement. <br /> <br />e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience upon seven (7) days’ notice to Provider. Upon any suspension by <br />County, Provider shall discontinue work on the Basic Services and shall not resume the <br />Basic Services until notified to proceed by County. <br /> <br />DocuSign Envelope ID: F8EBDA2B-E1C9-4C03-80ED-E37FE36A5811