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Revised 06/21 <br />5 <br />UNC SOM # 23-0415 <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. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to this <br />Agreement are made impractical due to declarations of emergency by Orange County or <br />by North Carolina due to events directly impacting Orange County. Both Parties shall <br />remain responsible for all payment and performance due up to the receipt of such notice, <br />but shall have no further obligation or responsibility beyond that date provided the <br />terminating party has taken all reasonable steps to complete the performance of its <br />obligations. <br />c.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 and any costs incurred by <br />Provider due to the early termination. Upon request of the County, the Provider shall <br />submit to County all relevant documentation, including but not limited to, job cost <br />records, to support its claims for final compensation. <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 <br />or files relating to the Services. <br />9.Additional Provisions <br />a.Amendments to the Agreement. <br />i)Changes in Services. Changes in the 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 <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the County. <br />ii)Suspension. Either Party may suspend the Services and this Agreement at any time <br />for the Party’s convenience and without penalty upon three (3) days’ notice to the <br />other Party. Upon any suspension by County, Provider shall discontinue work on the <br />Services and shall not resume the Services until notified to proceed by County. <br />b.Waiver. The payment of any sums by the County under this Agreement or the failure of <br />either Party to require compliance with any provisions of this Agreement or the waiver by <br />either Party of any breach of this Agreement shall not constitute a waiver of any claim for <br />damages by the Parties for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />c.Assignment. Provider shall not, except as otherwise provided for in this Agreement, <br />subcontract the performance of any work under this Agreement without prior written <br />permission of the County. No permission for subcontracting shall create, between the <br />DocuSign Envelope ID: 88852B00-B515-4980-A36D-406A7801F515DocuSign Envelope ID: 1889ADEA-7037-4855-814E-91B512DA2CFDDocuSign Envelope ID: 884848F6-7BD4-4D7E-9B7A-D9CB1DE8E8FCDocuSign Envelope ID: CF924F0C-C693-4F6F-A564-DD6C6E4CD85EDocuSign Envelope ID: B09284BC-972C-47FA-972C-5C2D2C307F99DocuSign Envelope ID: 1F962B08-24E5-42FB-BFF4-DCDA05446D4A