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ARPA Sourced 01/22 FINAL <br /> <br />perform the services required by the Amendment only after receiving a fully executed <br />Amendment from the County. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated with or <br />without cause or for convenience by either party upon seven (7) days’ prior written notice to <br />the other party. <br /> <br />b. Other Termination. Each party acknowledges and agrees to give the other party written notice <br />of not less than seven (7) days prior to termination of this Agreement, and in the event of a <br />termination for breach of the Agreement terms, each party shall have a period of not less than <br />fifteen (15) business days to remedy any breach, which may be extended by the mutual and <br />written agreement of both parties. Either party may terminate this Agreement upon notice to <br />the other party that obligations pursuant to this Agreement are made impractical due to <br />declarations of emergency by Orange County or by North Carolina due to events directly <br />impacting Orange County. Both parties shall remain responsible for all payment and <br />performance due up to the receipt of such notice, but shall have no further obligation or <br />responsibility beyond that date provided the terminating party has taken all reasonable steps <br />to complete the performance of its obligations. <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 expenses <br />that it has earned to the date of termination, less any costs or expenses reasonably incurred <br />or anticipated to be incurred by the County as a direct result of the errors or omissions of <br />the Provider. Upon request of the County, the Provider shall submit to County, to the <br />extent not of a confidential or proprietary nature, all relevant documentation, including but <br />not limited to, job cost records, to support its claims for final compensation. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County within <br />seven (7) days, at no additional cost, all deliverables including any electronic data or files <br />relating to the Project. <br /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the failure of the <br />County to require compliance by the Provider with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />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 and without penalty to County upon three (3) days’ written notice to <br />Provider. Upon any suspension by County pursuant to the terms herein, Provider shall <br />discontinue work on the Basic Services for a period not to exceed thirty (30) days except as <br />may be agreed by the parties in writing and shall not resume the Basic Services until notified <br />to proceed by County. <br />DocuSign Envelope ID: F3A28892-36A4-4FDE-960C-CC48607EF8EE