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17 <br /> 19. DEFAULT AND REMEDIES <br /> a. Default. A default under this Agreement shall occur if(a) a Party fails to perform, in any <br /> material respect, any of its obligations set forth in this Agreement, (b) such failure is not <br /> excused by any provision of this Agreement, and(c) such failure continues un-remedied for a <br /> period of thirty (30) calendar days following receipt of written notice from a non-breaching <br /> Party. If the breach by its nature cannot be cured within thirty (30) days and the breaching <br /> Party within that time has diligently commenced its cure,there shall be no default as long as <br /> the Party diligently continues such cure to completion. <br /> b. Remedies. Upon the occurrence of a Default, the non-breaching Party shall have the right to <br /> terminate this Agreement(and any associated Subaward, as applicable) and to pursue any and <br /> all available legal or equitable remedies against the defaulting Party. The non-breaching Party <br /> may pursue such remedies simultaneously or consecutively, at its discretion. <br /> c. County may demand repayment for, and Provider shall pay to County,ARPA Award funds not <br /> used for the purposes provided in this Agreement. County may demand repayment for and <br /> Provider shall pay to County ARPA Awards funds if the network does not meet the ARPA <br /> Award rules. County may pursue other remedies as may be available at law or in equity. <br /> 20. ASSIGNMENT. <br /> Unless otherwise provided in this Agreement above, Provider shall not sell, transfer, assign, or otherwise <br /> convey ("Assignment")the Network or its rights or obligations under this Agreement without the prior <br /> written approval of the County,which approval shall not be unreasonably withheld, conditioned or delayed. <br /> Provider shall provide written notice of a proposed Assignment no less than ninety (90) days' prior to its <br /> execution. Any purported Assignment by Provider that does not meet the requirements of this Section shall <br /> be null and void, and shall be deemed an Event of Default. In all cases, Provider shall require the assignee <br /> to expressly agree, in a writing satisfactory to County, to be bound by each of the applicable terms and <br /> conditions of this Agreement. Provider shall not be relieved of any of its obligations under this Agreement <br /> until the County has been provided a copy of the writing in which the assignee agrees to be bound by the <br /> terms of this agreement. <br /> 21. MISCELLANEOUS <br /> a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties <br /> and Obligations imposed by state, federal or local law,rules,regulations and ordinances. <br /> b. No act or failure to act by the County or Provider shall constitute a waiver of any right or duty <br /> funded them under the Contract Documents, nor shall any act or failure to act constitute any <br /> approval except as specifically agreed in writing. <br /> c. The Work shall be tested and inspected as required by the Contract Documents and as required <br /> by law. Unless prohibited by law the costs of all such tests and inspections related to state and <br /> federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building <br /> Codes shall be borne by the Provider. The costs for material and structural testing shall be <br /> 13 <br />