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Revised 04/23 <br />5 <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 /> <br />c. Compensation After Termination. <br /> <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 /> <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 /> <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 /> <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 /> <br />11. Additional Provisions <br /> <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 /> <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 />DocuSign Envelope ID: 02AF12D1-0813-451A-8583-4D5F238D439E