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<br /> <br /> <br />13 <br /> <br />19. DEFAULT AND REMEDIES <br /> <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 /> <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 /> <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 /> <br />20. ASSIGNMENT. <br /> <br /> <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 /> <br /> <br />21. MISCELLANEOUS <br /> <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 /> <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 /> <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 />DocuSign Envelope ID: 32FCA70F-8C9D-4D85-A0BE-B88413353B8B