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<br /> 7. TERMINATION.
<br />TERMINATION FOR CONVENIENCE.
<br />COUNTY may terminate this Contract without cause or penalty upon serving a thirty (30) days day written
<br />notice to the CONTRACTOR. Subject to this Contract's provisions regarding breach, all goods and/or
<br />services provided and accepted as of the date of termination will be paid; similarly, amounts paid in advance,
<br />if any, for which goods and/or services have not been provided and accepted by COUNTY will be promptly
<br />refunded to COUNTY by CONTRACTOR within thirty (30) days of date of termination of this Contract.
<br />
<br />TERMINATION FOR CAUSE.
<br />If CONTRACTOR fails to fulfill its obligations under this Contract in a timely and/or proper manner
<br />("breach'), either in whole or in part, and such breach continues for a period of more than ten (10) days after
<br />COUNTY has notified CONTRACTOR of such breach, COUNTY shall have the right to terminate this
<br />Contract immediately thereafter by giving written notice to the CONTRACTOR specifying the effective date
<br />thereof. In that event, without limiting COUNTY's remedies for breach, any or all finished and/or unfinished
<br />deliverables prepared by the CONTRACTOR under this Contract shall, at the option of the COUNTY,
<br />become COUNTY property and CONTRACTOR shall be entitled to receive just and equitable
<br />compensation for any satisfactory work completed and accepted on such deliverables, minus any payment
<br />or compensation previously made, and subject to any applicable setoff(s).
<br />
<br />8. BREACH. If, through any cause, CONTRACTOR or COUNTY ("the breaching party") shall fail to
<br />fulfill its obligations under this Contract in a timely and/or proper manner ("breach"), either in whole or in
<br />part, and such breach has continued for a period of more than ten (10) days after the other party ("the non -
<br />breaching party") has notified the breaching party of such breach, in addition to the right to terminate the
<br />Contract upon notice to the breaching party, the non-breaching party shall have all legal, equitable, and
<br />administrative rights available under applicable law. Without limiting other remedies, where COUNTY is
<br />the non-breaching party COUNTY may: Withhold any payment due CONTRACTOR for the purpose of
<br />setoff until such time as the exact amount of damages due COUNTY from such breach can be reasonably
<br />determined (at which time that amount shall be deducted from any payment(s) otherwise due to
<br />CONTRACTOR) and/or procure the contracted for services or goods from other sources and hold
<br />CONTRACTOR responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy
<br />by CONTRACTOR shall constitute an act of breach under this Contract.
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<br /> 9. EQUAL EMPLOYMENT OPPORTUNITIES - AFFIRMATIVE ACTION. GUILFORD COUNTY
<br />and the awarded Vendor shall comply with Equal Employment Opportunities (EEO) requirements, and to
<br />take affirmative action to ensure that all individuals have an equal opportunity for employment without
<br />regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic
<br />information, or veteran status under the Guilford County EEO Plan, as amended, implemented pursuant to
<br />41 CFR Part 60-2.10(a)(3), 41 CFR §60-741.44(a) and 41 CFR §60-300.44(a), and in accordance with the
<br />following laws, as amended: Title VII and Title IX of the Civil Rights Act of 1964; The Equal Pay Act of
<br />1963; Executive Order 11246; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act
<br />of 1973, as amended (Section 503); the Americans with Disabilities Act of 1990; the Vietnam Era Veterans’
<br />Readjustment Assistance Act of 1974 (VEVRAA); the Civil Rights Restoration Act of 1988; NC General
<br />Statutes Chapters 116 and 126 and Title II of the Genetic Information Nondiscrimination Act of 2008, the
<br />North Carolina Equal Employment Opportunity Policy effective June 1, 2015, along with all other applicable
<br />federal and state laws governing equal employment opportunities.
<br />
<br />10. FEDERAL FUNDING – UNIFORM GUIDANCE. The Parties agree that when utilizing federal
<br />funding in the performance of this Agreement, the Parties shall comply with all applicable provisions of 2
<br />C.F.R. §200.326 and 2 C.F.R. Part 200, Appendix II, (Uniform Guidance), including, but not limited to: The
<br />Equal Employment Opportunity Clause (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148);
<br />Copeland “Anti-Kickback” Act (40 U.S.C. §3145, as supplemented by Department of Labor (DOL)
<br />regulations, 29 C.F.R. Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed
<br />in Whole or in Part by Loans or Grants from the United States”); Contract Work Hours and Safety Standards
<br />DocuSign Envelope ID: FE6192F7-1620-4C03-9CFC-8D023A6B096A
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