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DocuSign Envelope ID:02AF12D1-0813-451A-8583-4D5F238D439E <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 parry 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 for convenience, Buyer acknowledges that Supplier's <br /> products are custom manufactured, and Buyer will be responsible for payment to <br /> Supplier for any product ordered but not yet delivered and any product delivered <br /> but not yet installed. Upon request of the County, the Provider shall submit to <br /> County all relevant documentation, including but not limited to,job cost records, <br /> to support its claims for final compensation. (Contract Specific Revision 2-5-24) <br /> ii) Should this Agreement be terminated, the Provider shall deliver to the County <br /> within seven (7) days, at no additional cost, all deliverables including any <br /> electronic data or files relating to the Project. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement. <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' notice to <br /> Provider. Upon any suspension by County, Provider shall discontinue work on the Basic <br /> Services and shall not resume the Basic Services until notified to proceed by County. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights <br /> of respective parties hereunder shall be governed by the laws of the State of North <br /> Carolina. By executing this Agreement Provider affirms that Provider and any <br /> subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter <br /> 64 of the North Carolina General Statutes. By executing this Agreement Provider <br /> certifies that Provider has not been identified, and has not utilized the services of any <br /> agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br /> G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not <br /> Revised 04/23 <br /> 5 <br />