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ARPA Sourced 02-22 V3 <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 actions <br />to remedy the breach. The Provider shall give the County seven (7) days' prior written notice <br />of its intent to terminate this Agreement for cause. Either party may terminate this Agreement <br />upon notice to the other party that obligations pursuant to this Agreement are made <br />impractical due to declarations of emergency by Orange County or by North Carolina due to <br />events directly impacting Orange County. Both parties shall remain responsible for all <br />payment and performance due up to the receipt of such notice, but shall have no further <br />obligation or responsibility beyond that date provided the terminating party has taken all <br />reasonable steps to complete the performance of its obligations. <br />c.Compensation After Termination. <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 incurred or <br />anticipated to be incurred by the County due to errors or omissions of the Provider. Upon <br />request of the County, the Provider shall submit to County all relevant documentation, <br />including but not limited to, job cost 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 or files <br />relating to the Project. <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 />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 Provider. <br />Upon any suspension by County, Provider shall discontinue work on the Basic Services and <br />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 County <br />nor the Provider shall assign or transfer its interest in this Agreement without the written <br />consent of the other. <br />b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br />respective parties hereunder shall be governed by the laws of the State of North Carolina. By <br />executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br />are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br />DocuSign Envelope ID: 90FFEC8F-F003-48CC-B574-1E7A91E0C012