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7 <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 /> c. Compensation After Termination. <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 <br /> its claims for final compensation. <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 /> Such suspension may only be exercised for emergencies, as determined solely by the <br /> County, and shall not exceed thirty(30) days. <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 <br /> Party shall assign this Agreement, or their rights and obligations therein, in whole or in <br /> part to any third party without the prior written consent of the other Parry; provided, <br /> however, either Party may assign this Agreement without such consent to any subsidiary <br /> or parent company of such Party or to any successor by way of any merger, <br /> consolidation or other corporate reorganization of such Party or sale of all or <br /> substantially all of the assets of such Party or to an entity that assumes, by sale, license <br /> or otherwise, the business activities that are the subject of this Agreement, provided that <br /> such subsidiary or parent company or successor assumes or is otherwise fully bound by <br /> all of the obligations of the assigning Party under this Agreement. <br /> Revised 01/24 <br /> 5 <br />