Orange County NC Website
Browse       Search
<br />4 <br />may not be terminated in whole or in part during the Ini<al Term or any Renewal Term, except as set forth in <br />Sec<on 11.3.” <br />9. Sec8on 11.3 Termina8on. Sec<on 11.3 is hereby modified as follows (addi<ons are represented by <br />underline and dele<ons are represented by strikethrough): <br />“Termina8on. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, <br />immediately upon wri0en no<ce at any <me if: (i) the other party commits a non-remediable material breach <br />of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a wri0en plan of <br />cure acceptable to the non-breaching party within 30 days of being no<fied in wri<ng of such breach, except <br />for breach of Sec<on Error! Reference source not found. which will have only a 10 day cure period; (iii) the <br />other party ceases business opera<ons; or (iv) the other party becomes insolvent, generally stops paying its <br />debts as they become due or seeks protec<on under any bankruptcy, receivership, trust deed, creditors <br />arrangement, composi<on or comparable proceeding, or if any such proceeding is ins<tuted against the other <br />(and not dismissed within 90 days a\er commencement of one of the foregoing events); or (v) in the event <br />Client—a public en<ty dependent upon receiving public funding for the performance of its opera<ons: (a) does <br />not receive, (b) is not appropriated, or (c) otherwise experiences or is no<fied of a reduc<on in Client’s funding, <br />Client shall have the op<on to terminate this Agreement and Order Form(s) solely on the basis of lack or <br />reduc<on of funding on an annual basis. Client’s wri0en no<ce of termina<on on the basis of subsec<on (v) of <br />this Sec<on 11.3 shall include appropriate documenta<on reasonably sa<sfactory to SSG demonstra<ng that <br />funding has been or will be reduced or is no longer available for Client to fulfill its obliga<ons under this <br />Agreement. If SSG terminates this Agreement due to an uncured Client breach, Client agrees to pay to SSG the <br />remaining value of the current Term (that Client acknowledges as liquidated damages reflec<ng a reasonable <br />measure of actual damages and not a penalty) equal to the aggregate recurring Service fees (as set forth in the <br />Order Form) that will become due during the canceled por<on of the Term. Where a party has rights to <br />terminate, that party may at its discre<on either terminate the en<re Agreement or the applicable Order. In <br />such case, Order Forms that are not terminated will con<nue in full force and effect under the terms of this <br />Agreement.” <br />10. Sec8on 12.2 Force Majeure. Sec<on 12.2 is hereby modified as follows (addi<ons are represented by <br />underline and dele<ons are represented by strikethrough): <br />“Force Majeure. Any party hereto will be excused from performance (except payment obliga<ons, provided <br />SSG is able to con<nue providing the Services during the Force Majeure event) under this Agreement for any <br />period of <me that the party is prevented from performing its obliga<ons hereunder as a result of an act of <br />God, war, u<lity or communica<on failures, or other cause beyond the party’s reasonable control. Both par<es <br />will use reasonable efforts to mi<gate the effect of a force majeure event. Either party may terminate this <br />Agreement without penalty if a force majeure event prevents either party from its performance obliga<ons <br />under the terms of this Agreement for a consecu<ve period of <me exceeding ninety (90) or more days.” <br />11. Sec8on 12.9. Governing Law and Dispute Resolu8on. Sec<on 12.9 is hereby amended and restated in its <br />en<rety, to read as follows: <br />“This Agreement and the du<es, responsibili<es, obliga<ons and rights of respec<ve par<es hereunder shall <br />be governed by the laws of the State of North Carolina. By execu<ng this Agreement, SSG affirms that SSG <br />and any subcontractors of SSG are and shall remain in compliance with Ar<cle 2 of Chapter 64 of the North <br />Carolina General Statutes. By execu<ng this Agreement SSG cer<fies that SSG has not been iden<fied and <br />has not u<lized the services of any agent or subcontractor iden<fied, on the list created by the State <br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DFDocuSign Envelope ID: F96193CE-1C3E-4AB8-B35D-B4F5A97AE7D4