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<br /> <br />10. Termination <br /> <br />a. Optional Annual Out by the County. In addition to all other terminations, <br />including breach of terms, this Agreement may be terminated by the County in <br />the event of loss of funding or appropriation, upon written notice to the Provider <br />prior to start of the next annual term. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />County’s material breach of this Agreement; provided, the County has not taken <br />all reasonable actions to remedy the breach. The Provider shall give the County <br />seven (7) days’ prior written notice of its intent to terminate this Agreement for <br />cause. Either party may terminate this Agreement upon notice to the other party <br />that obligations pursuant to this Agreement are made impractical due to <br />declarations of emergency by Orange County or by North Carolina due to events <br />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 <br />further obligation or responsibility beyond that date provided the terminating <br />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, the Provider shall be paid that portion of the fees and <br />expenses that it has earned to the date of termination, less any costs or expenses <br />incurred or anticipated to be incurred by the County due to errors or omissions of <br />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records, to support its <br />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 Project. <br /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the <br />failure of the County to require compliance by the Provider with any provisions <br />of this Agreement or the waiver by the County of any breach of this Agreement <br />shall not constitute a waiver of any claim for damages by the County for any <br />breach of this Agreement or a waiver of any other required compliance with this <br />Agreement. <br /> <br />e. Suspension. County may suspend the Basic Services and this Agreement at any <br />time for County’s convenience and without penalty to County upon three (3) <br />days’ notice to Provider. Upon any suspension by County, Provider shall <br />discontinue work on the Basic Services and shall not resume the Basic Services <br />until notified to proceed by County. <br /> <br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DFDocuSign Envelope ID: F96193CE-1C3E-4AB8-B35D-B4F5A97AE7D4